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CHANGE OF CONTROL
AGREEMENT
This Amendment to the Change of Control
Agreement (the “Amendment”) is made and entered into
effective as of January 1, 2009, by and between Brigham
Exploration Company, a Delaware corporation (the
“Company”) and
, an officer of the Company (“Officer”).
WHEREAS, the Company and Officer entered into a
Change of Control Agreement effective as of
(the “Agreement”); and
WHEREAS, the Company and Officer now desire to
amend the Agreement for compliance with Internal Revenue Code
Section 409A and the Treasury Regulations
thereunder;
NOW, THEREFORE, in consideration of the
premises, the parties do hereby agree as follows:
1. Paragraph 1(a) of the Agreement is
hereby amended and restated in its entirety as follows:
(a) Severance Payment . Upon the
occurrence of a Termination Event (as defined in Paragraph 2)
during the Retention Period and Officer’s execution of the
General Release within 45 days following the Termination Date
(and provided that Officer does not revoke the General Release
within any revocation period) —
(i) the Company or its successor shall pay
Officer an amount equal to Officer’s Annual Base Salary (as
defined in Paragraph 2) multiplied by 2.0, payable as a lump
sum cash payment on the 60 th day following the Termination Date;
(ii) if Officer was participating in a life
insurance and/or disability benefit plan maintained by the Company
as of [his/her] Termination Date, such coverage will be continued
at the same cost, if any, charged to similarly situated active
employees under such plans for a period of eighteen months
following the Termination Date or, if earlier, the date as of which
Officer obtains other employment. Officer shall immediately notify
the Company upon obtaining other employment;
(iii) if Officer was participating in a
hospital, surgical, medical or dental benefit plan maintained by
the Company as of [his/her] Termination Date, then Officer will be
entitled to continue such participation on the same terms and at
the same cost as similarly-situated current employees until the
date as of which Officer obtains other employment, provided that
such coverage is either nontaxable to Officer or otherwise exempt
from Code Section 409A. Officer shall immediately notify the
Company upon obtaining other employment; and
(iv) for a period of five years following a
Change of Control, the Company shall pay all reasonable legal fees
and expenses promptly as they are incurred by Officer in seeking to
obtain or enforce any right or benefit provided by this Agreement
other than fees or expenses incurred in connection with any
challenge by Officer to the enforceability of the General Release.
In no event shall the payment of eligible fees and expenses be made
later than the last day of Officer’s taxable year following
the taxable year in which such fees and expenses are incurred. The
amount of fees and expenses eligible for payment during
Officer’s taxable year shall not affect the fees and expenses
eligible for payment in any other taxable year.
2. Paragraph 1(b) of the Agreement is
hereby amended and restated in its entirety as follows:
(b) Option Vesting . In the event of a
Change of Control, any option to purchase Brigham common stock held
by Officer shall immediately vest with respect to any portion of
such option which has not then vested but is scheduled to vest
within five years of the date of the Change of Control.
3. The second Paragraph 2(f) of the
Agreement is hereby amended to be Paragraph 2(g) and the current
Paragraph 2(g) of the Agreement is hereby amended to be
Paragraph 2(h).
4. Paragraph 2(h)(ii) of the Agreement
is hereby amended and restated in its entirety as
follows:
(ii) Officer shall voluntarily terminate
[his/her] employment with the Company or any successor thereto (or
an affiliate of the Company or any successor thereto) for
“Good Reason.” To ex
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