Compensation Committee Charter

I.      INTRODUCTION AND PURPOSE

   The Compensation Committee (the "Committee") is appointed by the Board of Directors (the “Board”) of Double Eagle Petroleum Co. (the "Company") to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers, other Company employees and non-employee directors. This charter (the “Charter”) governs the operations of the Committee.   The Committee's purposes are:

A.         To establish and periodically review the Company's compensation philosophy and the adequacy of compensation plans and programs for executive officers and other Company employees and non-employee directors;

B.         To establish compensation arrangements and incentive goals for executive officers and compensation arrangements for non-employee directors and to administer compensation plans;

C.         To review the performance of the executive officers and award incentive compensation and adjust compensation arrangements as appropriate based upon performance; and

D.         To undertake the other responsibilities assigned to the Committee in this Charter or as otherwise assigned by the Board.

II.      COMPOSITION

   The Committee shall be comprised of no fewer than three members, all of whom shall satisfy the definition of “independent” under the listing standards of the Nasdaq Stock Market, Inc. All Committee members shall also be “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 and “outside directors” as defined by Section 162(m) of the Internal Revenue Code. The Committee members shall be appointed by the Board for one-year terms or until their successors are duly appointed and may be removed by the Board in its discretion. The Board shall designate one member of the Committee as its chair (the “Chairman”). The Chairman may be changed by the Board in its discretion.  

III.      RESPONSIBILITIES

The Committee shall have the following duties and responsibilities:

            A.         Compensation Philosophy, Plans and Programs

1.         Periodically review, consider, and approve the philosophy for compensation of the Company's executive officers and other employees and non-employee directors.

2.         Establish compensation plans and programs for executive officers and other employees, including incentive and equity-based plans and programs, any appropriate employment contracts, special retirement benefits, and severance or change in control arrangements, and establish compensation plans and programs for non-executive directors.

3.         Annually review the adequacy of such plans and programs for the executive officers and other employees, ensuring appropriate levels of incentive to management and aligning management's goals with the interests of stockholders, and report the results of, and recommendations resulting from, such review to the Board.

4.         Annually review the adequacy of such plans and programs for the non-executive directors and report the results of, and recommendations resulting from, such review to the Board.

5.         Administer the Company's incentive and equity-based plans and programs.          

            B.         Specific Compensation Amounts and Incentives

1.         Establish annual base salary amounts for executive officers and, based upon discussions with the CEO in advance of the commencement of the fiscal year or as early in the year as possible, annual incentive opportunity levels and the financial and any other goals to be met to earn annual and long-term incentive awards.

2.         Review and evaluate, at least annually and taking into account the views of the other members of the Board, the performance and leadership of the CEO and determine the amounts of annual and any long-term incentive awards and any adjustment to the annual salary amounts based upon such performance and other factors as the Committee deems appropriate.

3.         Review with the CEO his evaluation of the performance of the other executive officers and determine with the CEO, and recommend, where appropriate, Board approval of, the amounts of annual and any long-term incentive awards and any adjustments to the annual salary amounts based upon such performance and other factors as the Committee deems appropriate.

4.         Review annually the compensation of non-employee directors and recommend to the Board, for its approval, the components and amounts of compensation for non-employee directors as well as review periodically and make recommendations to the Board in connection with directors and officers indemnification and insurance matters.

            C.         Other Responsibilities

1.         Prepare the report on executive compensation and review with management the Compensation Discussion and Analysis for inclusion in the Company’s annual proxy statement and evaluate “say on pay,” “say on pay frequency” and other compensation-related laws and regulations and the Company’s disclosures thereof in the Company’s annual proxy statement and make recommendations to the Board with respect thereto, in each case if then required in accordance with Securities and Exchange Commission regulations.

2.         Assist the Board in developing and evaluating potential candidates for executive positions, and other designated officer positions, and oversee the development of executive succession plans.

3.         Evaluate the need for and the provisions of all employment contracts and all offers of employment that involve an executive officer or otherwise involve: (a) a base salary of more than $150,000 per year, or (b) offers with material non-standard benefits or provisions.

4.         Oversee the management of risks associated with the Company’s executive compensation arrangements and evaluate the relationship between the Company’s compensation policies and practices and risk to assure that those policies and practices do not incent undue risk taking.

5.         Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for its approval.

6.         Annually review and assess the performance of the Committee and deliver a report to the Board setting forth the results of the evaluation.

7.         Perform any other activities consistent with this Charter, the Company’s Certificate of Incorporation, the Company’s Bylaws, and governing law or regulations as the Committee or the Board deems necessary or appropriate.  .

IV.      AUTHORITY

   The Committee shall have sole authority, and necessary funding, to retain, set compensation and retention terms for, and terminate any compensation consultants and other consultants, legal counsel or other advisors that the Committee determines to employ to assist it in the performance of its duties. The Committee may delegate to one or more of its members or to executive officers of the Company its authority with respect to compensation determinations for non-executive officers and employees of the Company consistent with applicable law. Any action duly and validly taken by the Committee pursuant to the power and authority conferred under this Charter or otherwise authorized by the Board shall for all purposes constitute an action duly and validly taken by the Board and may be certified as such by the Secretary or other authorized officer of the Company.

V.      MEETINGS AND REPORTS

   The Committee shall meet as often as it determines appropriate to carry out its responsibilities. The Committee may meet either in person or by means of telephonic conference call pursuant to which all participants can hear and speak with each other. A majority of the members of the Committee shall constitute a quorum, and the affirmative vote of a majority of the Committee members present at a duly held meeting shall constitute the act of the Committee.  The Committee also may act by unanimous written consent in lieu of a meeting.  Meetings may be called by the Chairman or by any two other members of the Committee. The Committee shall maintain written minutes of its meetings.  At each regularly scheduled meeting of the Board, the Chairman of the Committee shall provide the Board with a report of the Committee's activities and proceedings, if any, since the last Board meeting, including any recommendations to the Board approved by the Committee.

  The Committee may invite other directors or officers, including the CEO, employees, consultants or outside counsel to attend its meetings.  The CEO and other executive officers shall not be present during voting or deliberations regarding their own compensation.