2009 PERFORMANCE STOCK AWARD 2004 OMNIBUS STOCK AND INCENTIVE PLAN FOR DENBURY RESOURCES INC

Exhibit 10.(d)

2009 PERFORMANCE STOCK AWARD

2004 OMNIBUS STOCK AND INCENTIVE PLAN

FOR DENBURY RESOURCES INC.

      PERFORMANCE STOCK AWARD (“ Award ”) made effective January 2, 2009 (“ Date of Grant ”) between Denbury Resources Inc. (the “ Company ”) and «Officer_Name» (“ Holder ”).

      WHEREAS, Section 17 of the 2004 Omnibus Stock and Incentive Plan For Denbury Resources Inc. (“ Plan ”) authorizes the Committee to grant Performance based Awards;

      WHEREAS , the Committee desires to grant to Holder an Award under which Holder can earn a maximum of «B_Written» («B») Performance Shares based on the performance based factors set forth in this Award, and subject to all of the provisions, including without limitation the Vesting provisions, of the Plan and this Award;

      WHEREAS , no Performance Shares will be issued or outstanding until they are delivered to Holder or become Retained Earned Shares; and

      WHEREAS , the Company and Holder understand and agree that this Award is in all respects subject to the terms, definitions and provisions of the Plan, and all of which are incorporated herein by reference, except to the extent otherwise expressly provided in this Award.

      NOW THEREFORE , in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows:

      1.  Performance Share Grant . The Company hereby grants Holder the right to earn, Vest in, and receive delivery of, on the Delivery Date up to «B_Written» («B») Reserved Shares (“ Performance Shares ”) subject to the terms and conditions set forth in the Plan and in this Award.

      2.  Definitions . All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award:

      (a)  “ BOE ” means Barrels of Oil Equivalent, and for all purposes hereof, will be calculated using the ratio of one barrel of crude oil, condensate or natural gas liquids to 6 Mcf of natural gas.

      (b)  “ Capital Spending ” means expenditures capitalized for accounting purposes related to oil, natural gas or carbon dioxide, but excluding acquisition costs, and capitalized interest, all as reported in its audited financial statements by the Company in its Form 10-K for the appropriate Fiscal Year.

      (c)  “ Capital Spending Adjustment ” means a percentage with respect to each Fiscal Year during the Performance Period which is equal to (i) 100%, minus (ii) the product of (x) the quotient (rounded up to 2 decimal places and expressed as a percentage) of (A) the excess (if any) of the Capital Spending Forecast for such Fiscal Year over the actual Capital Spending for such Fiscal Year, divided by (B) the Capital Spending Forecast for such Fiscal Year, multiplied by (y) 25%.

      (d)  “ Capital Spending Forecast ” means, with respect to each Fiscal Year, the forecast/budget of the Capital Spending of the Company approved by the Board preceding such Fiscal Year, and for 2009 shall be $750 million.

      (e)  “ Committee Percentage Point Reduction ” means the number (if any) of Performance Percentage Points (not in excess of the Committee Percentage Point Reduction Limitation) by which the Committee reduces Holder’s Performance Percentage Points in accordance with Section 7 hereof.

      (f)  “ Committee Percentage Point Reduction Limitation ” means the lesser of (i) forty (40) Performance Percentage Points, and (ii) the product of (x) Holder’s Performance Percentage Points earned during the Performance Period as determined prior to the application of the Committee Percentage Point Reduction, multiplied by (y) twenty-five percent (25%).

      (g)  “ Delivery Date ” means the date on which Vested Earned Shares (other than Retained Earned Shares and Performance Shares delivered under 8(b)) are delivered to Holder, which shall be any date selected by the Committee which is not later than 30 days after the Vesting Date or such later date as may be caused by unusual circumstances beyond the reasonable control of the Committee.

      (h)  “ Disability ” means, without limitation, the same as it does in the Plan.

      (i)  “ Earned Performance Shares ” means the number of Performance Shares which are earned during the Performance Period as described and calculated in Section 8 .

      (j)  “ Fiscal Year ” means the 12 month period adopted by the Company for financial reporting purposes.

      (k)  “ Performance Measure ” means, collectively, the (i) the Tertiary Oil Production Measure, (ii) the Corporate Production Measure, (iii) the Peer Group Efficiency Measure, and (iv) the Reserve Replacement Measure; provided, further, that when reference to a specific Performance Measure is intended, reference will be made to such specific Performance Measure.

      (l)  “ Performance Period ” means the period beginning on January 1, 2009, and ending on December 31, 2009.

      (m)  “ Performance Percentage ” means the excess of (i) Holder’s aggregate Performance Percentage Points, over (ii) the Committee Percentage Points Reduction, if any, determined as of the last day of the Performance Period.

      (n)  “ Performance Percentage Points ” means, collectively, the points, designated as Performance Percentage Points, earned with respect to each Performance Measure during Performance Period.

      (o)  “ Performance Shares ” means the number of Reserved Shares subject to this Award, as shown on the first page of this Award.

      (p)  “ Post Separation Change in Control ” means a Change in Control which follows Holder’s Separation, but results from the Commencement of a Change in Control that occurs prior to Holder’s Separation. For all purposes of this Award, the term “Commencement of a Change in Control” shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a “person” (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a “group” (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after the date of such material action, leads to a Change in Control as defined in Section 2(h)(2), (3) or (4) of the Plan involving such person, group, or their affiliates.

      (q)  “ Target Performance Shares ” means «C_Written» («C») of the Performance Shares, which is the number of Performance Shares which will become Earned Performance Shares if Holder’s Performance Percentage is 100%.

      (r)  “ Vesting Date ” means March 31, 2010.

3. Performance Percentage Points Earned With Respect To The Tertiary Oil Production Measure .

      (a)  Tertiary Production Based Performance Percentage Points . The Performance Percentage Points which will be credited to Holder with respect to the Tertiary Oil Production Measure are set forth in the following Chart based on the Average Annual Tertiary Production Percentage. The “ Average Annual Tertiary Production Percentage ” means the quotient (rounded to 3 decimal places and then expressed as a percentage) of (x) the Adjusted Tertiary Oil Production for such Fiscal Year, divided by (y) the Tertiary Oil Production Forecast for such Fiscal Year.

      (b)  Adjusted Tertiary Oil Production. For purposes of this Award, the “ Adjusted Tertiary Oil Production” shall be equal to (i) the actual tertiary oil production of the Company for such Fiscal Year as reported in the Company’s Form 10-K, or if not specifically reported, then as determined by the Committee from the underlying documents, minus (ii) the tertiary oil production related to an oil property acquired during such Fiscal Year, such amount to be the lesser of (a) the actual tertiary oil production for such Fiscal Year from the acquired property or incremental property interest (if a material partial interest) or (b) the forecasted oil production related thereto for such Fiscal Year for the property before any improvements made by the Company following the acquisition of the property, plus (iii) that portion of the Tertiary Oil Production Forecast, as defined below which is related to any oil property disposed or sold during such Fiscal Year for the period during which the Company did not own the oil property.

      (c)  Tertiary Oil Production Forecast . For purposes of this Award, “ Tertiary Oil Production Forecast ” means for 2009, 24,500 BOE/d.

4. Performance Percentage Points Earned With Respect To The Corporate Production Measure .

      (a)  Corporate Production Based Performance Percentage Points . The Performance Percentage Points which will be credited to Holder with respect to the Corporate Production Measure are set forth in the following Chart based on the Average Annual Corporate Production Percentage. The “ Average Annual Corporate Production Percentage ” means for such Fiscal Year, the quotient (rounded to 3 decimal places and then expressed as a percentage) of (x) the Adjusted Corporate Production of the Company for such Fiscal Year, divided by (y) the Corporate Production Forecast for such Fiscal Year.

      (b)  Adjusted Corporate Production . For purposes of this Award, “ Adjusted Corporate Production ” means (i) the actual production of oil and natural gas (in BOEs) for the Fiscal Year as reported in the Company’s Form 10-K (“ Corporate Production ”), minus (ii) the oil and natural gas production (in BOEs) related to properties acquired during such Fiscal Year, such amount to be the lesser of (a) the actual oil and natural gas production (in BOEs) for such Fiscal Year from the acquired property or incremental property interest (if a partial interest) or (b) the forecasted oil and natural gas production (in BOEs) related thereto for such Fiscal Year for the property before any improvements made by the Company following the acquisition of the property, plus (iii) that portion of the Corporate Production Forecast, as defined below, which is related to any oil or natural gas property disposed or sold during such Fiscal Year for the period during which the Company did not own the property.

      (c)  Corporate Production Forecast . For purposes of this Award, “ Corporate Production Forecast ” means for 2009, 50,000 BOE/d.

5. Performance Percentage Points Earned With Respect To The Peer Group Efficiency Measure .

     The Performance Percentage Points Holder will earn with respect to the Peer Group Efficiency Measure will be calculated as of the last day of the Performance Period, and will be based on the Company’s Peer Group Efficiency Percentage for the entire Performance Period. “ Peer Group Efficiency Percentage ” means the percentage determined by subtracting (i) from (ii), where (i) is 100%, and (ii) is the quotient (rounded up to 2 decimal places and then expressed as a percentage) of (x) the Peer Group Efficiency Rank, divided by (y) the total number of Peer Group Members (including the Company).

      (a)  Performance Percentage Points . The Performance Percentage Points which will be awarded Holder for the Performance Period with re