1997 INCENTIVE PLAN
of
BRIGHAM EXPLORATION COMPANY
(As Amended Effective May 28, 2009)
1.
Plan. This 1997 Incentive Plan of Brigham Exploration
Company (the “Plan”) was adopted by the Board of
Directors of Brigham Exploration Company (the
“Company”) to reward certain key employees of the
Company and its consolidated subsidiaries by enabling them to
acquire shares of Common Stock, par value $.01 per share, of the
Company and/or to be compensated for individual
performances.
2.
Objectives. The Plan is designed to attract and retain key
employees of the Company and its Subsidiaries (as hereinafter
defined), to encourage the sense of proprietorship of such
employees and to stimulate the active interest of such persons in
the development and financial success of the Company and its
Subsidiaries. These objectives are to be accomplished by making
Awards (as hereinafter defined) under this Plan and thereby
providing Participants (as hereinafter defined) with a proprietary
interest in the growth and performance of the Company and its
Subsidiaries.
3.
Definitions. As used herein, the terms set forth below shall
have the following respective meanings:
“Authorized
Officer” means the Chairman of the Board or the Chief
Executive Officer of the Company (or any other senior officer of
the Company to whom either of them shall delegate the authority to
execute any Award Agreement).
“Award”
means the grant of any Option, SAR, Stock Award, Cash Award or
Performance Award, whether granted singly, in combination or in
tandem, to a Participant pursuant to such applicable terms,
conditions and limitations as the Committee may establish in order
to fulfill the objectives of the Plan.
“Award
Agreement” means a written agreement between the Company and
a Participant setting forth the terms, conditions and limitations
applicable to an Award.
“Board”
means the Board of Directors of the Company.
“Cash
Award” means an award denominated in cash.
“Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
“Committee”
means such committee of the Board as is designated by the Board to
administer the Plan.
“Common
Stock” means the Common Stock, par value $.01 per share,
of the Company.
“Company”
means Brigham Exploration Company, a Delaware
corporation.
“Dividend
Equivalents” means, with respect to shares of Restricted
Stock that are to be issued at the end of the Restriction Period,
an amount equal to all dividends and other distributions (or the
economic equivalent thereof) that are payable to stockholders of
record during the Restriction Period on a like number of shares of
Common Stock.
“Effective
Date” has the meaning set forth in paragraph 18
hereof.
“Employee”
means an employee of the Company or any of its
Subsidiaries.
“Fair Market
Value” of a share of Common Stock means, as of a particular
date, (i) if shares of Common Stock are listed on a national
securities exchange, the mean between the highest and lowest sales
price per share of Common Stock on the consolidated transaction
reporting system for the principal national securities exchange on
which shares of Common Stock are listed on that date, or, if there
shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (ii) if
the Common Stock is not so listed, the mean between the closing bid
and asked price on that date, or, if there are no quotations
available for such date, on the last preceding date on which such
quotations shall be available, as reported by the Nasdaq Stock
Market, or, if not reported by the Nasdaq Stock Market, by Pink OTC
Markets Inc. (or its successor, or if Pink OTC Markets Inc. or its
successor does not then exist, such over-the-counter quotation
service as the Board shall determine), or (iii) if shares of
Common Stock are not publicly traded, the most recent value
determined in good faith by the Board using a “reasonable
application of a reasonable valuation method” within the
meaning of Treasury Regulation Section
1.409A-1(b)(5)(iv)(B).
“Incentive
Option” means an Option that is intended to comply with the
requirements set forth in Section 422 of the Code.
“Nonqualified
Stock Option” means an Option that is not an Incentive
Option.
“Option”
means a right to purchase a specified number of shares of Common
Stock at a specified price.
“Participant”
means an Employee to whom an Award has been made under this
Plan.
“Performance
Award” means an award made pursuant to this Plan to a
Participant that is subject to the attainment of one or more
Performance Goals.
“Performance
Goal” means a standard established by the Committee to
determine in whole or in part whether a Performance Award shall be
earned.
“Restricted
Stock” means any Common Stock that is restricted or subject
to forfeiture provisions.
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“Restriction
Period” means a period of time beginning as of the date upon
which an Award of Restricted Stock is made pursuant to this Plan
and ending as of the date upon which the Common Stock subject to
such Award is no longer restricted or subject to forfeiture
provisions.
“SAR”
means a right to receive a payment, in cash or Common Stock, equal
to the excess of the Fair Market Value or other specified valuation
of a specified number of shares of Common Stock on the date the
right is exercised over a specified strike price, in each case, as
determined by the Committee.
“Stock
Award” means an award in the form of shares of Common Stock
or units denominated in shares of Common Stock.
“Subsidiary”
means (i) in the case of a corporation, any corporation in
which the Company directly or indirectly owns shares representing
more than 50% of the combined voting power of the shares of all
classes or series of capital stock of such corporation which have
the right to vote generally on matters submitted to a vote of the
stockholders of such corporation and (ii) in the case of a
partnership or other business entity not organized as a
corporation, any such business entity of which the Company directly
or indirectly owns more than 50% of the voting, capital or profits
interests (whether in the form of partnership interests, membership
interests or otherwise).
4.
Eligibility. Employees eligible for Awards under this Plan
are those key Employees who hold positions of responsibility and
whose performance, in the judgment of the Committee, can have a
significant effect on the success of the Company and its
Subsidiaries. Notwithstanding the foregoing, Employees that provide
services to Subsidiaries that are not considered a single employer
with the Company under Code Section 414(b) or Code Section 414(c)
shall not be eligible to receive Awards which are subject to Code
Section 409A until the Subsidiary adopts this Plan as a
participating employer in accordance with
Section 20.
5. Common
Stock Available for Awards. Subject to the provisions of
paragraph 14 hereof, there shall be available for Awards under
this Plan granted wholly or partly in Common Stock (including
rights or options that may be exercised for or settled in Common
Stock) an aggregate number of shares of Common Stock equal to the
lesser of (a) 6,962,648 or (ii) 15% percent of the total
number of shares of Common Stock outstanding from time to time. The
number of shares of Common Stock that are the subject of Awards
under this Plan, that are forfeited or terminated, expire
unexercised, are settled in cash in lieu of Common Stock or in a
manner such that all or some of the shares covered by an Award are
not issued to a Participant or are exchanged for Awards that do not
involve Common Stock, shall again immediately become available for
Awards hereunder. The Committee may from time to time adopt and
observe such procedures concerning the counting of shares against
the Plan maximum as it may deem appropriate. The Board and the
appropriate officers of the Company shall from time to time take
whatever actions are necessary to file any required documents with
governmental authorities, stock exchanges and transaction reporting
systems to ensure that shares of Common Stock are available for
issuance pursuant to Awards.
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(a) This Plan
shall be administered by the Committee.
(b) Subject to the
provisions hereof, the Committee shall have full and exclusive
power and authority to administer this Plan and to take all actions
that are specifically contemplated hereby or are necessary or
appropriate in connection with the administration hereof. The
Committee shall also have full and exclusive power to interpret
this Plan and to adopt such rules, regulations and guidelines for
carrying out this Plan as it may deem necessary or proper, all of
which powers shall be exercised in the best interests of the
Company and in keeping with the objectives of this Plan. The
Committee may, in its discretion, provide for the extension of the
exercisability of an Award, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any
restrictions contained in an Award, waive any restrictions or other
provision of this Plan or an Award or otherwise amend or modify an
Award in any manner that is either (i) not adverse to the
Participant to whom such Award was granted or (ii) consented
to by such Participant; provided, however, that no such exercise of
discretion by the Committee shall cause an Award to fail to satisfy
the requirements of Code Section 409A. The Committee may
correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the
extent the Committee deems necessary or desirable to further the
Plan purposes. Any decision of the Committee in the interpretation
and administration of this Plan shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on
all parties concerned.
(c) No member of
the Committee or officer of the Company shall be liable for
anything done by him or her, by any member of the Committee or by
any officer of the Company in connection with the performance of
any duties under this Plan, except for his or her own willful
misconduct or as expressly provided by statute.
7.
Delegation of Authority. The Committee may delegate to the
Chief Executive Officer and to other senior officers of the Company
its duties under this Plan pursuant to such conditions or
limitations as the Committee may establish.
8.
Awards. The Committee shall determine the type or types of
Awards to be made under this Plan and shall designate from time to
time the Employees who are to be the recipients of such Awards. The
Committee shall review and consider the recommendations of the
President of the Company as to such Awards. Awards shall become
effective only upon and after approval by the Committee. Each Award
may be embodied in an Award Agreement, which shall contain such
terms, conditions and limitations as shall be determined by the
Committee in its sole discretion and shall be signed by the
Participant to whom the Award is made and by an Authorized Officer
for and on behalf of the Company. Awards may consist of those
listed in this paragraph 8 hereof and may be granted singly,
in combination or in tandem. Awards may also be made in combination
or in tandem with, in replacement of, or as alternatives to, grants
or rights under this Plan or any other employee plan of the Company
or any of its Subsidiaries, including the plan of any acquired
entity. Any provision of this Plan to the contrary notwithstanding,
the
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maximum number
of shares of Common Stock for which Options and SARs may be granted
under the Plan to any one Employee during a calendar year is
500,000. An Award may provide for the grant or issuance of
a
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