Form 8-K
8-K — MEXCO ENERGY CORP
Accession: 0001493152-26-042246
Filed: 2026-09-10
Period: 2026-09-08
CIK: 0000066418
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
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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: September 8, 2026
(Date of earliest event reported)
Mexco
Energy Corporation
(Exact name of registrant
as specified in its charter)
CO
1-31785
84-0627918
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
Number)
415 W. Wall Street,
Suite
475
79701
Midland,
TX
(Zip Code)
(Address of principal executive offices)
Registrant’s
telephone number, including area code: 432-682-1119
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:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.50 per share
MXC
NYSE
American
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
described below under Item 5.07 of this Current Report on Form 8-K, on September 8, 2026, at the Annual Meeting of Stockholders of Mexco
Energy Corporation (the “Company”), the Company’s stockholders approved the Mexco Energy Corporation Amended and Restated
2019 Employee Incentive Stock Plan (the “Plan”), which had previously been approved by the Company’s Board of Directors,
subject to stockholder approval.
A
description of the material terms of the Plan is set forth under the heading “Proposal 3 – Approval of the Amended and Restated
2019 Employee Incentive Stock Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities
and Exchange Commission on July 30, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to the full text of the Plan, which was filed as Exhibit A to the
Proxy Statement and is incorporated herein by reference.
In
connection with the Plan, the Compensation Committee of the Board of Directors approved two forms of Mexco Energy Corporation Amended
and Restated 2019 Employee Incentive Stock Plan Award Agreement (“Award Agreements”) to be used for stock option awards granted
under the Plan. The forms of Award Agreements are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
The
Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on September 8, 2026. As of the record date of
July 20, 2026, the Company had 2,046,000 shares of common stock, par value $0.50 per share (the “Common Stock”), outstanding
and entitled to vote at the Annual Meeting. The holders of 1,649,149 shares of Common Stock were represented in person or by proxy at
the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders were requested to (i) elect five directors
to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2027 Annual Meeting of Stockholders;
(ii) ratify the Audit Committee of the Board of Directors’ selection of Weaver and Tidwell, L.L.P. as the Company’s independent
registered public accounting firm for the fiscal year ending March 31, 2027; (iii) approve the Mexco Energy Corporation Amended and Restated
2019 Employee Incentive Stock Plan; and (iv) approve a non-binding advisory resolution regarding the compensation of the Company’s
named executive officers as disclosed in the Proxy Statement. Each of these items is more fully described in the Company’s Proxy
Statement.
The
final results of the matters voted upon at the Annual Meeting are as follows:
Proposal
1: Election of Directors
Nominee
Votes
For
Votes
Withheld
Broker
Non-Votes
Kenneth
L. Clayton
1,600,857
15,351
32,941
Thomas
R. Craddick
1,601,360
14,848
32,941
Thomas
H. Decker
1,601,054
15,154
32,941
Christopher
M. Schroeder
1,601,047
15,161
32,941
Nicholas
C. Taylor
1,601,523
14,685
32,941
Proposal
2: Ratification of the Selection of Independent Registered Public Accounting Firm
Votes
For
Votes
Against
Votes
Abstained
Weaver
and Tidwell, L.L.P.
1,634,808
14,334
7
Proposal
3: Approval of the Amended and Restated 2019 Employee Incentive Stock Plan
Votes
For
Votes
Against
Votes
Abstained
Broker
Non-Votes
1,538,624
67,868
9,716
32,941
Proposal
4: Advisory Vote on Executive Compensation
Votes
For
Votes
Against
Votes
Abstained
Broker
Non-Votes
1,593,300
6,173
16,735
32,941
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
Document
10.1
Form of Award Agreement under the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (Four-Year Vesting Schedule)
10.2
Form of Award Agreement under the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (One-Third Vesting on Grant Date and Each of First Two Anniversaries)
10.3
Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan, filed as Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on July 30, 2026, and incorporated herein by reference.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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.
MEXCO ENERGY CORPORATION
Date: September 10, 2026
By:
/s/ Tammy McComic
Tammy McComic
President and Chief Financial Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
EXHIBIT 10.1
MEXCO
ENERGY CORPORATION AMENDED AND RESTATED
2019 EMPLOYEE INCENTIVE STOCK PLAN
AWARD
AGREEMENT
This
award agreement (“Award Agreement” or “Agreement”) executed between MEXCO ENERGY CORPORATION (the “Company”),
and _____________________ (the “Participant”), an employee, director or consultant of the Company or its Subsidiary, regarding a
right (the “Option”) awarded to the Participant on ____________________ (the “Grant Date”) to purchase from the
Company up to but not exceeding in the aggregate ______ shares of Common Stock (as defined in the Mexco Energy Corporation Amended and
Restated 2019 Employee Incentive Stock Plan (the “Plan”) at $_____.___ per share (the “Grant Price”), such number
of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions
set forth herein.
1.
Relationship to Plan.
This
Option is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which
have been adopted by the Company’s Compensation Committee (“Committee”) from time to time. Except as defined herein,
capitalized terms shall have the same meanings ascribed to them under the Plan. If the Participant is an employee of the Company or its
Subsidiary, this Option is intended to qualify as an “Incentive Stock Option” as defined in the Plan. Otherwise, this Option
shall be a Nonqualified Stock Option (as defined in the Plan). To the extent the relevant limits are exceeded or the requisite holding
period requirements are not satisfied, this Option shall be deemed a Nonqualified Stock Option (as defined in the Plan). For purposes
of this Award Agreement:
(a)
“Cause” means:
(i)
unacceptable or inadequate performance as determined by the Company, including but not limited to failure to perform the Participant’s
job at a level or in a manner acceptable to the Company;
(ii)
misconduct, dishonesty, acts detrimental or destructive to the Company or any Subsidiary or to any employees or property of the Company
or any Subsidiary; or
(iii)
violation of any policies of the Company.
(b)
“Change of Control” means
(i)
any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a
beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power
of the Company’s then outstanding securities;
(ii)
the individuals who were members of the Board of Directors of the Company (the “Board”) immediately prior to a meeting of
the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board following
such election unless a majority of the new members of the Board were recommended or approved by majority vote of members of the Board
immediately prior to such shareholder meeting;
(iii)
the Company shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis
whereby less than fifty percent (50%) of the total voting power of the surviving corporation is represented by shares held by former
shareholders of the Company prior to such merger or consolidation; or
(iv)
the Company shall have sold, transferred or exchanged all, or substantially all, of its assets to another corporation or other entity
or person.
(c)
“Disability” means illness or other incapacity which prevents the Participant from continuing to perform the duties
of his job for a period of more than three months.
(d)
“Employment” means employment with the Company or its Subsidiary.
(e)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(f)
“Option Shares” means the shares of Common Stock covered by this Award Agreement.
2.
Exercise Schedule.
(a)
This Option may be exercised in installments in accordance with the following schedule:
Vesting
Date
Percentage
of Option Shares
First anniversary of the Grant Date
25 %
Second anniversary of the Grant Date
50 %
Third anniversary of the
Grant Date
75 %
Fourth anniversary of the
Grant Date
100 %
The
Participant must be in continuous Employment from the Grant Date through the applicable Vesting Date in order for the Option to become
exercisable with respect to additional shares of Common Stock on such date.
(b)
This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant
has been in continuous Employment since the Grant Date, upon the occurrence of
(i)
a Change of Control;
(ii)
the Participant’s termination of Employment due to death or Disability; or
(iii)
the Participant’s termination of Employment by the Company or a Subsidiary for reasons other than Cause.
(c)
To the extent the Option becomes vested, such Option may be exercised in whole or in part (at any time or from time to time, except as
otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.
3.
Termination of Option
The
Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased
by the Participant at the earliest time specified below:
(a)
the tenth anniversary of the Grant Date;
(b)
if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option
(vested and unvested) shall terminate immediately upon such termination of Participant’s Employment;
(c)
if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause,
then the Option shall terminate on the first business day following the expiration of 3 months after termination of employment;
(d)
if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60
days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the
first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability,
as applicable.
In
any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment,
the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of
termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate
and be of no force and effect upon the date of the Participant’s termination of Employment.
4.
Exercise of Option
Subject
to the limitations set forth herein and in the Plan, this Option may be exercised by written notice provided to the Company as set forth
in Section 5. Such written notice shall (a) state the number of shares of Common Stock with respect to which the Option is being exercised,
(b) be accompanied by cash or shares of Common Stock (not subject to limitations on transfer) or a combination of cash and Common Stock
payable to Mexco Energy Corporation in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be
accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the
taxable income of such Participant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding
Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price
that are or were the subject of an Award under the Plan must be shares that the Participant has owned for a period of at least six months
prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common
Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. The Committee may, in its sole discretion,
arrange for the exercise of this Option through a broker-assisted cashless exercise or net exercise of withholding shares of Common Stock
to be issued upon exercise.
Notwithstanding
anything to the contrary contained herein, the Participant agrees that he will not exercise the Option granted pursuant hereto, and the
Company will not be obligated to issue any Option shares pursuant to this Award Agreement, if the exercise of the Option or the issuance
of such shares would constitute a violation by the Participant or by the Company of any provision of any law or regulation of any governmental
authority or any stock exchange or transaction quotation system. The Participant agrees that, unless the options and shares covered by
the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company may, at its election,
require the Participant to give a representation in writing in form and substance satisfactory to the Company to the effect that he is
acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of
such shares or any part thereof.
If
any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery
thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action.
5.
Notices
Notice
of exercise of the Option must be made in the following manner, using such forms as the Company may from time to time provide:
(a)
by registered or certified United States mail, postage prepaid, to Mexco Energy Corporation, Attn: Treasurer, 415 West Wall Street, Suite
475, Midland, Texas 79701, in which case the date of exercise shall be the date of mailing; or
(b)
by hand delivery or otherwise to Mexco Energy Corporation, Attn: Treasurer, 415 West Wall Street, Suite 475, Midland, Texas 79701, in
which case the date of exercise shall be the date when receipt is acknowledged by the Company.
Notwithstanding
the foregoing, in the event that the address of the Company is changed prior to the date of any exercise of this Option, notice of exercise
shall instead be made pursuant to the foregoing provisions at the Company’s current address.
The
Participant shall notify the Company in writing within 10 days of any Disqualifying Dispositions within the meaning of Code Section 422
of any shares of Common Stock issued hereafter.
Any
other notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given
upon receipt or, in the case of notices delivered by the Company to the Participant, five days after deposit in the United States mail,
postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant
hereafter designates by written notice to the Company.
6.
Assignment of Option
Except
as otherwise permitted by the Committee, the Participant’s rights under the Plan and this Agreement are personal; no assignment
or transfer of the Participant’s rights under and interest in this Award may be made by the Participant other than by will, by
the laws of descent and distribution.
7.
Stock Certificates
Certificates
representing the Common Stock issued pursuant to the exercise of the Option will bear all legends required by law and necessary or advisable
to effectuate the provisions of the Plan and this Option. The Company may place a “stop transfer” order against shares of
the Common Stock issued pursuant to the exercise of this Option until all restrictions and conditions set forth in the Plan or this Agreement
and in the legends referred to in this Section 7 have been complied with.
8.
Withholding
No
certificates representing shares of Common Stock purchased hereunder shall be delivered to or in respect of a Participant unless the
amount of all federal, state and other governmental withholding tax requirements with respect to the issuance of such shares of Common
Stock has been remitted to the Company or unless provisions to pay such withholding requirements have been made to the satisfaction of
the Committee. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines
is required in connection with this Option. The Participant may pay all or any portion of the taxes required to be withheld by the Company
or paid by the Participant in connection with the exercise of all or any portion of this Option by delivering cash, or, with the Committee’s
approval, by electing to have the Company withhold shares of Common Stock, or by delivering previously owned shares of Common Stock,
having a Fair Market Value equal to the amount required to be withheld or paid. The Participant must make the foregoing election on or
before the date that the amount of tax to be withheld is determined.
9.
Shareholder Rights
The
Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to the Option unless and until such
time as the Option has been exercised and ownership of such shares of Common Stock has been transferred to the Participant.
10.
Successors and Assigns
This
Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors
and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations
under this Agreement except to the extent and in the manner expressly permitted herein.
11.
No Employment Guaranteed
No
provision of this Award Agreement shall confer any right upon the Participant to continued employment with the Company or any Subsidiary.
12.
Governing Law
This
Award Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado.
13.
Amendment
This
Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.
MEXCO ENERGY CORPORATION
Date: _________________________
By:
Name:
Tammy L. McComic
Title:
President
The
Participant hereby accepts the foregoing Award Agreement, subject to the terms and provisions of the Plan and administrative interpretations
thereof referred to above.
PARTICIPANT
Date: _________________________
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
EXHIBIT 10.2
MEXCO
ENERGY CORPORATION AMENDED AND RESTATED
2019 EMPLOYEE INCENTIVE STOCK PLAN
AWARD
AGREEMENT
This
award agreement (“Award Agreement” or “Agreement”) executed between MEXCO ENERGY CORPORATION (the “Company”),
and _________________________(the “Participant”), an employee, director or consultant of the Company or its Subsidiary, regarding
a right (the “Option”) awarded to the Participant on ______________________(the “Grant Date”) to purchase from the
Company up to but not exceeding in the aggregate ____________shares of Common Stock (as defined in the Mexco Energy Corporation Amended
and Restated 2019 Employee Incentive Stock Plan (the “Plan”) at $_____.___ per share (the “Grant Price”), such
number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions
set forth herein.
1.
Relationship to Plan.
This
Option is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which
have been adopted by the Company’s Compensation Committee (“Committee”) from time to time. Except as defined herein,
capitalized terms shall have the same meanings ascribed to them under the Plan. If the Participant is an employee of the Company or its
Subsidiary, this Option is intended to qualify as an “Incentive Stock Option” as defined in the Plan. Otherwise, this Option
shall be a Nonqualified Stock Option (as defined in the Plan). To the extent the relevant limits are exceeded or the requisite holding
period requirements are not satisfied, this Option shall be deemed a Nonqualified Stock Option (as defined in the Plan). For purposes
of this Award Agreement:
(a)
“Cause” means:
(i)
unacceptable or inadequate performance as determined by the Company, including but not limited to failure to perform the Participant’s
job at a level or in a manner acceptable to the Company;
(ii)
misconduct, dishonesty, acts detrimental or destructive to the Company or any Subsidiary or to any employees or property of the Company
or any Subsidiary; or
(iii)
violation of any policies of the Company.
(b)
“Change of Control” means
(i)
any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a
beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power
of the Company’s then outstanding securities;
(ii)
the individuals who were members of the Board of Directors of the Company (the “Board”) immediately prior to a meeting of
the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board following
such election unless a majority of the new members of the Board were recommended or approved by majority vote of members of the Board
immediately prior to such shareholder meeting;
(iii)
the Company shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis
whereby less than fifty percent (50%) of the total voting power of the surviving corporation is represented by shares held by former
shareholders of the Company prior to such merger or consolidation; or
(iv)
the Company shall have sold, transferred or exchanged all, or substantially all, of its assets to another corporation or other entity
or person.
(c)
“Disability” means illness or other incapacity which prevents the Participant from continuing to perform the duties
of his job for a period of more than three months.
(d)
“Employment” means employment with the Company or its Subsidiary.
(e)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(f)
“Option Shares” means the shares of Common Stock covered by this Award Agreement.
2.
Exercise Schedule.
(a)
This Option may be exercised in installments in accordance with the following schedule:
Vesting
Date
Percentage
of Option Shares
Upon Grant Date
33 1/3 %
First anniversary of the Grant Date
66 2/3 %
Second anniversary of the
Grant Date
100 %
The
Participant must be in continuous Employment from the Grant Date through the applicable Vesting Date in order for the Option to become
exercisable with respect to additional shares of Common Stock on such date.
(b)
This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant
has been in continuous Employment since the Grant Date, upon the occurrence of
(i)
a Change of Control;
(ii)
the Participant’s termination of Employment due to death or Disability; or
(iii)
the Participant’s termination of Employment by the Company or a Subsidiary for reasons other than Cause.
(c)
To the extent the Option becomes vested, such Option may be exercised in whole or in part (at any time or from time to time, except as
otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.
3.
Termination of Option
The
Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased
by the Participant at the earliest time specified below:
(a)
the tenth anniversary of the Grant Date;
(b)
if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option
(vested and unvested) shall terminate immediately upon such termination of Participant’s Employment;
(c)
if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause,
then the Option shall terminate on the first business day following the expiration of 3 months after termination of employment;
(d)
if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60
days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the
first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability,
as applicable.
In
any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment,
the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of
termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate
and be of no force and effect upon the date of the Participant’s termination of Employment.
4.
Exercise of Option
Subject
to the limitations set forth herein and in the Plan, this Option may be exercised by written notice provided to the Company as set forth
in Section 5. Such written notice shall (a) state the number of shares of Common Stock with respect to which the Option is being exercised,
(b) be accompanied by cash or shares of Common Stock (not subject to limitations on transfer) or a combination of cash and Common Stock
payable to Mexco Energy Corporation in the full amount of the purchase price for any shares of Common Stock being acquired and (c) be
accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the
taxable income of such Participant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding
Option Shares in accordance with Section 8); provided, however, that any shares of Common Stock delivered in payment of the option price
that are or were the subject of an Award under the Plan must be shares that the Participant has owned for a period of at least six months
prior to the date of exercise. For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common
Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. The Committee may, in its sole discretion,
arrange for the exercise of this Option through a broker-assisted cashless exercise or net exercise of withholding shares of Common Stock
to be issued upon exercise.
Notwithstanding
anything to the contrary contained herein, the Participant agrees that he will not exercise the Option granted pursuant hereto, and the
Company will not be obligated to issue any Option shares pursuant to this Award Agreement, if the exercise of the Option or the issuance
of such shares would constitute a violation by the Participant or by the Company of any provision of any law or regulation of any governmental
authority or any stock exchange or transaction quotation system. The Participant agrees that, unless the options and shares covered by
the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company may, at its election,
require the Participant to give a representation in writing in form and substance satisfactory to the Company to the effect that he is
acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of
such shares or any part thereof.
If
any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery
thereof, which would otherwise be as promptly as possible, shall be postponed for the period of time necessary to take such action.
5.
Notices
Notice
of exercise of the Option must be made in the following manner, using such forms as the Company may from time to time provide:
(a)
by registered or certified United States mail, postage prepaid, to Mexco Energy Corporation, Attn: Treasurer, 415 West Wall Street, Suite
475, Midland, Texas 79701, in which case the date of exercise shall be the date of mailing; or
(b)
by hand delivery or otherwise to Mexco Energy Corporation, Attn: Treasurer, 415 West Wall Street, Suite 475, Midland, Texas 79701, in
which case the date of exercise shall be the date when receipt is acknowledged by the Company.
Notwithstanding
the foregoing, in the event that the address of the Company is changed prior to the date of any exercise of this Option, notice of exercise
shall instead be made pursuant to the foregoing provisions at the Company’s current address.
The
Participant shall notify the Company in writing within 10 days of any Disqualifying Dispositions within the meaning of Code Section 422
of any shares of Common Stock issued hereafter.
Any
other notices provided for in this Agreement or in the Plan shall be given in writing and shall be deemed effectively delivered or given
upon receipt or, in the case of notices delivered by the Company to the Participant, five days after deposit in the United States mail,
postage prepaid, addressed to the Participant at the address specified at the end of this Agreement or at such other address as the Participant
hereafter designates by written notice to the Company.
6.
Assignment of Option
Except
as otherwise permitted by the Committee, the Participant’s rights under the Plan and this Agreement are personal; no assignment
or transfer of the Participant’s rights under and interest in this Award may be made by the Participant other than by will, by
the laws of descent and distribution.
7.
Stock Certificates
Certificates
representing the Common Stock issued pursuant to the exercise of the Option will bear all legends required by law and necessary or advisable
to effectuate the provisions of the Plan and this Option. The Company may place a “stop transfer” order against shares of
the Common Stock issued pursuant to the exercise of this Option until all restrictions and conditions set forth in the Plan or this Agreement
and in the legends referred to in this Section 7 have been complied with.
8.
Withholding
No
certificates representing shares of Common Stock purchased hereunder shall be delivered to or in respect of a Participant unless the
amount of all federal, state and other governmental withholding tax requirements with respect to the issuance of such shares of Common
Stock has been remitted to the Company or unless provisions to pay such withholding requirements have been made to the satisfaction of
the Committee. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines
is required in connection with this Option. The Participant may pay all or any portion of the taxes required to be withheld by the Company
or paid by the Participant in connection with the exercise of all or any portion of this Option by delivering cash, or, with the Committee’s
approval, by electing to have the Company withhold shares of Common Stock, or by delivering previously owned shares of Common Stock,
having a Fair Market Value equal to the amount required to be withheld or paid. The Participant must make the foregoing election on or
before the date that the amount of tax to be withheld is determined.
9.
Shareholder Rights
The
Participant shall have no rights of a shareholder with respect to shares of Common Stock subject to the Option unless and until such
time as the Option has been exercised and ownership of such shares of Common Stock has been transferred to the Participant.
10.
Successors and Assigns
This
Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors
and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations
under this Agreement except to the extent and in the manner expressly permitted herein.
11.
No Employment Guaranteed
No
provision of this Award Agreement shall confer any right upon the Participant to continued employment with the Company or any Subsidiary.
12.
Governing Law
This
Award Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado.
13.
Amendment
This
Agreement cannot be modified, altered or amended except by an agreement, in writing, signed by both the Company and the Participant.
MEXCO ENERGY CORPORATION
Date: _________________________
By:
Name:
Tammy L. McComic
Title:
President
The
Participant hereby accepts the foregoing Award Agreement, subject to the terms and provisions of the Plan and administrative interpretations
thereof referred to above.
PARTICIPANT
Date: _________________________
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