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No. SARs [
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Date of Grant: January 2,
2009
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STOCK APPRECIATION RIGHTS
AGREEMENT
OFFICER CLIFF VESTING
AWARDS
2004 OMNIBUS STOCK AND INCENTIVE
PLAN
FOR DENBURY RESOURCES
INC.
A total of
Stock Appreciation Rights (individually, and collectively,
“SAR(s)”) are hereby granted to
(the “Holder”) on
(“Date of Grant”) at the Grant Value determined in this
SAR Agreement, and in all respects subject to the terms,
definitions and provisions, of the 2004 Omnibus Stock and Incentive
Plan For Denbury Resources Inc. (the “Plan”), which is
incorporated herein by reference except to the extent otherwise
expressly provided in this SAR Agreement.
1. Grant
Value . The Grant
Value is $
for each SAR, which value is equal to the Fair Market Value of a
Share on the Date of Grant.
2.
Vesting of SAR Agreement Shares . The SARs shall Vest and become “Vested
SARs” and become non-forfeitable (but, without limitation, if
unexercised such Vested SARs will expire on date of the termination
of the SAR as set out in Section 6 of this Award) and will
become 100% Vested on occurrence (if any) of the earliest of the
dates (“Vesting Date”) set forth in (a) through
(e) below:
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(a)
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March 31, 2012;
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(b)
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the
date of Holder’s death or Disability;
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(c)
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the
date of a Change in Control;
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(d)
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the
date of a Post-Separation Change in Control; and
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(e)
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the
date of Holder’s Separation if such Separation occurs after
Holder’s Retirement Vesting Date, provided that such date
must be at least one year from the Date of Grant.
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For purposes of
this Award, the term “Post-Separation Change in
Control” means a Change in Control which follows the
Holder’s Separation, but results from the Commencement of a
Change in Control that occurs prior to the 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.
A -1
3.
Restrictions — Forfeiture of SARs
. The SARs are subject to the
Restriction that, except as provided in the following sentence, all
rights of Holder to any SARs which have not become Vested SARs
automatically, and without notice, shall terminate and shall be
permanently forfeited on the date of Holder’s Separation. The
exception referred to in the preceding sentence is that, if the
Commencement of a Change in Control has occurred within
12 months prior to the Holder’s Separation, any SARs
which have not become Vested SARs will remain outstanding through
the first anniversary of the Commencement of a Change in
Control.
4. Amount
Payable, and Form of Payment, on Exercise of SAR
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(a) Amount Payable on Exercise of SAR. Upon the
Holder’s exercise of the a Vested SAR, the Holder shall be
entitled to receive the SAR Spread, determined as of the date of
exercise of the SAR Agreement, with respect to each SAR exercised
on such date. The SAR Spread is the product
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