EXHIBIT 10.49
BRIGHAM EXPLORATION COMPANY
NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT (this
“Agreement”), made and entered into effective as of the
28th day of April 2009, by and between Brigham Exploration
Company, a Delaware corporation (the “Company”), and
(“Director”);
W I T N E S
S E T H :
WHEREAS, the Compensation Committee of the Board
of Directors of the Company (the “Board”) has approved
the grant of non-qualified stock options to Director;
WHEREAS, the stockholders of the Company have
also approved the grant of the non-qualified stock options to
Director; and
WHEREAS, subject to the terms and conditions
herein provided, this Agreement evidences the grant of an option to
Director;
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
effective 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 40,000 shares of Common Stock, par value $.01 per
share, of the Company (“Common Stock”) at the price of
$2.21 per share (such 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 April 28, 2019 (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 April 28, 2010, if the Director 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 April 28, 2011, if the Director 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 April 28, 2012, if the Director serves as director
until that date;
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EXHIBIT 10.49
(d) an additional 20% of such shares are
purchasable, in whole at any time or in part from time to time,
commencing April 28, 2013, if the Director 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 April 28, 2014, if the Director 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 that Director was entitled to exercise
it at the date of Director’s death, only within one year
after such death (but not beyond the Option Period), by the
executor or administrator of the estate of Director or by the
person or persons who shall have acquired the Option directly from
Director by bequest or inheritance; and
(c) If Director ceases to be a member of
the Board for any reason (other than the circumstances specified in
paragraphs (a) and (b) of this Section 2) within the
Option Period, including the failure of the stockholders of the
Comp
