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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
(c) 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; and
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(c)
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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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Notwithstanding
any other provision to the contrary, if a Change of Control occurs
prior to March 31, 2012, Holder will not be entitled to vest
any of the SARs under this SAR Agreement, and all rights of the
Holder to any of the SARs under this Agreement, which are not
already vested, and without notice, shall terminate and be
permanently forfeited.
3.
Restrictions — Forfeiture of SARs
. The SARs are subject to the
Restriction that, 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.
A-1
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 of (i) the excess
of the Fair Market Value of a Share on the date of exercise over
the Grant Value, multiplied by (ii) the number of SARs
exercised.
(b) Form
of Payment. Within a reasonable period following the exercise
of a Vested SAR, the Holder will receive Shares having a Fair
Market Value, as determined on the date of exercise of the Vested
SAR, equal to the SAR Spread described in Section 4(a) above.
Without limiting the generality of the foregoing, the Holder may
choose to use a portion of such Shares to satisfy some or all of
such Holder’s withholding obligations under Section 5(b)
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