On April 23, 2008, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Storm Cat Energy Corporation ("Storm Cat" or the "Company"), adopted and approved the Storm Cat Energy Corporation Annual Incentive Plan (the "Incentive Plan") for 2008. The Compensation Committee, with the advice of management, will determine which employees may be participants (a "Participant") in the Incentive Plan. To be eligible to receive an award under the Incentive Plan, a Participant must be employed by the Company on the date any payments are made.

Under the terms of and subject to the conditions of the Incentive Plan, each Participant will be awarded annual incentive awards that will be determined on the basis of the Company's growth in three performance categories: (i) net asset value, (ii) production and (iii) EBITDA. Each of the performance categories has been weighted accordingly and performance targets have been established in order to payout awards at a minimum threshold level, a target level and a maximum outstanding level. If the Company fails to achieve the minimum threshold level of performance for a measure, then no payout for that measure will be made. Achievement at the threshold level will generally payout 25% of the target award opportunity and achievement at the target and outstanding levels will generally payout at 100% and 200%, respectively, of the target award opportunity. Any payout will be subject to the discretion of the Compensation Committee to consider other subjective factors it deems appropriate and awards may be adjusted, up or down, subject to the Company's overall success and each Participant's individual merit.

Awards will be paid in the first quarter of 2009 upon completion of the annual financial statements for 2008 and the year-end reserve report. The Compensation Committee has, pursuant to the Incentive Plan, established target awards, expressed as a percentage of annual base salary, for each Participant. Such target awards will be communicated in writing to each Participant. The granting of any and all awards under the Incentive Plan is at the complete and sole discretion of the Board of Directors of the Company and/or the Compensation Committee. The Incentive Plan may be terminated at any time by the Board of Directors and/or the Compensation Committee without prior notice to any Participant.

The foregoing is qualified in its entirety by reference to the Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01.           Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.   Description

10.1          Storm Cat Energy Annual Incentive Plan dated April 23, 2008