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Exhibit 10.49 BRIGHAM EXPLORATION COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE
1997 DIRECTOR STOCK OPTION PLAN THIS NON-QUALIFIED STOCK OPTION
AGREEMENT (this "Agreement"), made and entered into as of the
_____ day of
, 20 _____ , by and between Brigham Exploration
Company, a Delaware corporation (the "Company"), and
("Director" or "Optionee"); W I T N
E S S E T H : WHEREAS,
the Board has adopted and the stockholders of the Company have
approved and ratified the Brigham Exploration Company 1997 Director
Stock Option Plan, as amended (the "Plan") which provides for the
automatic grant of non-qualified stock options to each Eligible
Director of the Company; and WHEREAS, pursuant to the Plan and
subject to and upon the terms and conditions herein provided,
effective as of the date hereof, this Agreement evidences the grant
of an option under the Plan to Director, who was an Eligible
Director at year-end; NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be
legally bound, do hereby agree as follows: 1. Grant of
Option and Option Period . The Company hereby grants to
Director as of the date of this Agreement (the "Grant Date"),
subject to the provisions of Section 2 hereof and as
hereinafter set forth, an option (the "Option") to purchase
shares of Common Stock, par value $.01 per share, of the Company
("Common Stock") at the price of $
per share (such purchase price being 100% of the Fair Market Value
of a share of Common Stock as of the date of grant), at any time or
(with respect to partial exercises) from time to time during a
period commencing on the first anniversary of the Grant Date and
ending on
, 20 _____ [INSERT DATE THAT IS THE 7TH ANNIVERSARY
OF THE GRANT DATE] (the "Option Period"), provided that the
number of shares purchasable hereunder in any period or periods of
time during which the Option is exercised shall be limited as
follows: (a) only 20% of such shares are purchasable, in whole
at any time or in part from time to time, commencing
, 20 _____, if the Optionee serves as director until that
date; (b) an additional 20% of such shares are purchasable, in
whole at any time or in part from time to time, commencing
, 20 _____, if the Optionee serves as director until that
date;
(c) an additional 20% of such shares are purchasable, in
whole at any time or in part from time to time, commencing
, 20 _____, if the Optionee serves as director until that
date; (d) an additional 20% of such shares are purchasable, in
whole at any time or in part from time to time, commencing
, 20 _____, if the Optionee serves as director until that
date; and (e) the remainder of such shares are purchasable, in
whole at any time or in part from time to time, commencing
, 20 _____, if the Optionee serves as director until that
date. This option is a nonqualified stock option and is not
intended to qualify as an incentive stock option under
Section 422 of the Code. 2. Termination of
Service . Any provision of Section 1 hereof to the
contrary notwithstanding: (a) If Director ceases to be a
member of the Board on account of Director’s (i) fraud
or intentional misrepresentation or (ii) embezzlement,
misappropriation or conversion of assets or opportunities of the
Company or any direct or indirect majority-owned subsidiary of the
Company, then the Option shall automatically terminate and be of no
further force or effect as of the date Director ceases to be a
member of the Board; (b) If Director shall die during the
Option Period while a member of the Board (or during the additional
three-month period provided by Section 2(c) hereof), the Option may
be exercised, to the extent t
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