DENBURY RESOURCES SEVERANCE PROTECTION PLAN

Exhibit 10(n)

DENBURY RESOURCES
SEVERANCE PROTECTION PLAN
(As amended and restated effective December 30, 2008)

ARTICLE I
ESTABLISHMENT OF PLAN

     As of the Effective Date, Denbury Resources Inc. (the “Company”) hereby establishes a severance compensation plan known as the Denbury Resources Severance Protection Plan (the “Plan”), as set forth in this document. For purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company intends the Plan to be a “Severance Plan” within the meaning of the applicable ERISA regulations.

ARTICLE II
DEFINITIONS

     As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise.

      Section 2.1 Administrator . The Board or any committee thereof as may be appointed from time to time by the Board to supervise the administration of the Plan.

      Section 2.2 Affiliate . With respect to a specified person, a person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified person.

      Section 2.3 Base Salary . The amount a Participant is entitled to receive as wages or salary on an annualized basis, calculated on the basis of their salary rate on either the date immediately prior to a Change in Control or their Termination Date, whichever amount is higher.

      Section 2.4 Board . The Board of Directors of the Company.

      Section 2.5 Bonus Amount . An amount equal to fifty percent (50%) of the total amount of bonuses awarded to the Participant during the twenty-four months prior to the date of the Change in Control.

      Section 2.6 Cause . An Employer shall have “Cause” to terminate a Participant if the Participant (i) willfully and continually fails to substantially perform his duties with the Employer (other than a failure resulting from the Participant’s incapacity due to physical or mental illness) which failure continues for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Participant specifying the manner in which the Participant has failed to substantially perform, or (ii) willfully engages in conduct which is demonstrably and materially injurious to the Employer, monetarily or

otherwise; provided, however, that no termination of the Participant’s employment shall be for Cause until there shall have been delivered to the Participant a copy of a written notice specifying in detail the particulars of the Participant’s conduct which violates either (i) or (ii) above. No act, nor failure to act, on the Participant’s part, shall be considered “willful” unless he has acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Employer. Notwithstanding anything contained in this Plan to the contrary, no failure to perform by the Participant after Notice of Termination is given by or to the Participant shall constitute Cause.

      Section 2.7 Change in Control . A “Change in Control” shall mean any one of the following:

     (a) “Continuing Directors” no longer constitute a majority of the Board; the term “Continuing Director” means any individual who has served in such capacity for one year or more, together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the Directors of the Company then still in office who were either directors at the beginning of such one-year period or whose election or nomination for election was previously so approved;

     (b) after the date of adoption of the severance plan, any person or group of persons acting together as an entity (other than the Texas Pacific Group and its Affiliates) become (i) the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) directly or indirectly, of shares of common stock representing thirty percent (30%) or more of the voting power of the Company’s then outstanding securities entitled generally to vote for the election of the Company’s directors, and (ii) the largest beneficial owner directly or indirectly of the Company’s then outstanding securities entitled generally to vote for the election of the Company’s directors;

     (c) the merger or consolidation to which the Company is a party if (i) the stockholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than forty percent (40%) of the combined voting power to vote for the election of directors of the surviving corporation or other entity following the effective date of such merger or consolidation; or (ii) fifty percent (50%) or more of the individuals constituting the members the Investment Committee are terminated due to the Change in Control; or

     (d) the sale of all or substantially all, of the assets of the Company or the liquidation or dissolution of the Company.

     Notwithstanding the foregoing provisions of this Section 2.6, if a Participant’s employment with the Employer is terminated by the Employer other than for “Cause” six months

prior to the date on which a Change in Control occurs, such termination shall be deemed to have occurred immediately following a Change in Control.

     Notwithstanding anything herein to the contrary, under no circumstances will a change in the constitution of the board of directors of any Subsidiary, a change in the beneficial ownership of any Subsidiary, the merger or consolidation of a Subsidiary with any other entity, the sale of all or substantially all of the assets of any Subsidiary or the liquidation or dissolution of any Subsidiary constitute a “Change in Control” under this Plan.

      Section 2.8 Common Shares. “Common Shares” means shares of common stock, $.001 par value of Denbury Resources Inc.

      Section 2.9 Company . Denbury Resources Inc., a Delaware corporation.

      Section 2.10 Effective Date . The date the Plan is approved by the Board of Directors of the Company, or such other date as the Board shall designate in its resolution approving the Plan.

      Section 2.11 Employer . The Company and any Subsidiary of the Company which adopts this Plan as a Participating Employer. With respect to a Participant who is not an employee of the Company, any reference under this Plan to such Participant’s “Employer” shall refer only to the employer of the Participant, and in no event shall be construed to refer to the Company as well.

      Section 2.12 Good Reason . “Good Reason” shall mean the occurrence of any of the following events or conditions:

     (a) a material diminution in the Participant’s authority, duties or responsibilities;

     (b) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that a Participant report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation of the Company;

     (c) a material diminution in the Participant’s base compensation;

     (d) a material change in the geographic location at which the Participant must perform the services, or;

     (e) any material breach by the Employer of any provision of this Plan.

     The Participant is required to provide notice to the Employer of the existence of the condition that would result in termination of employment for Good Reason within 90 days of the initial existence of the condition. Upon notice, the Employer has 30 days to remedy the

condition. If the Employer does not remedy the condition within 30 days, the Participant will meet the requirements for termination of employment for Good Reason.

      Section 2.13 Investment Committee . Each employee of the Employer who has been designated by his Employer as a member of the Investment Committee, as the membership of such Committee may be changed from time to time. Members of the Investment Committee as of the date of the Plan’s execution are listed on Schedule B attached hereto.

      Section 2.14 Management Group Employee . Each employee of the Employer who has been designated by his Employer as a “Management Group Employee”, as may be designated from time to time by the Board. Management Group Employees as of the date of the Plan’s execution are listed on Schedule C attached hereto.

      Section 2.15 Notice of Termination . A notice which indicates the specific provisions in this Plan relied upon as the basis for any termination of employment which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment under the provision so indicated; no purported termination of employment shall be effective without such Notice of Termination.

      Section 2.16 Officer . Each employee of the Employer that is a corporate officer and is so designated from time to time pursuant to the Company’s Bylaws. Officers as of the date of the Plan’s execution are listed on Schedule A attached hereto.

      Section 2.17 Participant . A Participant who meets the eligibility requirements of Article III.

      Section 2.18 Participating Employer . A Subsidiary of the Company which adopts this Plan in accordance with Section 8.4 below, and listed on Schedule D attached hereto, and as may be amended from time to time pursuant to Article VIII of the Plan.

      Section 2.19 Payment Date . For a Participant, the fifteenth (15 ^th ) day after the event triggering the right of that Participant to a Severance Benefit.

      Section 2.20 Severance Benefit . The benefits payable in accordance with Article IV of the Plan.

      Section 2.21 Severance Units. A Participant who is neither a member of the Investment Committee, nor a Management Group Employee nor Officer shall receive one (1) Severance Unit, to be used in calculating his Severance Benefit, for (i) each ten thousand dollars ($10,000) of his Base Salary plus Bonus Amount, and (ii) each twelve months of employment by the Company or an Employer; the sum of any partial Severance Units under (i) and (ii) shall be rounded to the nearest higher whole number of Severance Units. However, the maximum number of Severance Units that may be granted to a Participant is eighteen (18), and each Participant shall be granted at least four (4) Severance Units.

      Section 2.22 Subsidiary . Any subsidiary of the Company, and any wholly or partially owned partnership, joint venture, limited liability company, corporation and other form of investment by the Company.

      Section 2.23 Termination Date . In the case of the Participant’s death, the Participant’s Termination Date shall be his date of death. In all other cases, the Participant’s Termination Date shall be the date specified in the Notice of Termination subject to the following:

ARTICLE III
ELIGIBILITY AND PARTICIPATION

      Section 3.1 Participation . Once a person is employed by their Employer they shall automatically become a Participant in the Plan.

      Section 3.2 Duration of Participation . A Participant shall cease to be a Participant in the Plan upon the first to occur of: (i) the date he ceases to be an employee of the Employer at any time six months prior to a Change in Control, (ii) the date his employment is terminated following a Change in Control under circumstances where he is not entitled to a Severance Benefit under the terms of this Plan, or (iii) the date on which he has received all of the benefits to which he is entitled under this Plan.

ARTICLE IV
SEVERANCE BENEFITS

      Section 4.1 Right to Severance Benefit.

     (a) After a Change in Control has occurred, a Participant shall be entitled to receive from the Employer a Severance Benefit in the amount provided in Sections 4.2 and 4.3 if his employment is terminated during the period beginning six months prior to a Change of Control and ending two years after a Change of Control, for any reason other than (i) termination by the Employer for Cause or (ii) termination by the Participant for other than Good Reason.

     (b) A Participant shall be entitled to a Severance Benefit if that individual satisfies all the conditions under the Plan required to qualify as a Participant

and he or she is not otherwise disqualified or excluded from eligibility under the terms of the Plan.

     (c) Notwithstanding any other provision of the Plan, the sale, divestiture or other disposition of a Subsidiary, shall not be deemed to be a termination of employment of employees employed by such Subsidiary, and such employees shall not be entitled to benefits from the Company or any Participating Employer under this Plan as a result of such sale, divestiture, or other disposition, or as a result of any subsequent termination of employment.

      Section 4.2 Amount of Severance Benefit . If a Participant is entitled to a Severance Benefit under Section 4.1, the employer shall pay to the Participant, on or before the Payment Date, an amount in cash equal to one of the following amounts:

     (a) for the Company’s Chief Executive Officer and for all other members of the Investment Committee, three (3) times the sum of the Participant’s Base Salary and the Bonus Amount;

     (b) for all other Officers that are not members of the Investment Committee, two and one-half (2-1/2) times the sum of the Participant’s Base Salary and the Bonus Amount;

     (c) for all members of the Management Group, two (2) times the sum of the Participant’s Base Salary and the Bonus Amount;

     (d) for all other employees, one-twelfth (1/12) of the sum of the Participant’s Base Salary and Bonus Amount multiplied by the Participant’s Severance Units.

      Section 4.3 Further Benefits . If a Participant is entitled to a Severance Benefit under Section 4.1, such Participant shall also be entitled to:

     (a) Continuation at Employer’s expense, on behalf of the Participant and his dependents and beneficiaries, all medical, dental, vision, and health benefits and insurance coverage which were being provided to the Participant at the time of termination of employment for a period of time subsequent to the Participant’s termination of employment. This period of time shall be equal to fifty percent (50%) of the number of months of compensation represented by the Participants’ Severance Benefit, with the number of months of compensation to be based upon the Participant’s monthly Base Salary immediately prior to the Termination Date. The benefits provided in this Section 4.3(a) shall be no less favorable to the Participant, in terms of amounts and deductibles and costs to him, than the coverage provided the Participant under the plans providing such benefits at the time of termination of Participant’s employment. An Employer may pay the employee’s cost of benefits provided pursuant to Consolidated Omnibus Budget Reconciliation Act of 1986 and allowed under the Employer’s benefit

plans for the applicable period of time in order to satisfy its obligation under this provision.

     (b) The Employer’s obligation hereunder to provide a benefit shall terminate if the Participant obtains comparable coverage under a subsequent employer’s benefit plan. For purposes of the preceding sentence, benefits will not be comparable during any waiting period for eligibility for such benefits or during any period during which there is a preexisting condition limitation on such benefits. The Employer also shall pay a lump sum equal to the amount of any additional income tax payable by the Participant and attributable to the benefits provided under subparagraph (a) of this Section at the time such tax is imposed upon the Participant. At the end of the period of coverage set forth above, the Participant shall have the option to have assigned to him at no cost to the Participant and with no apportionment of prepaid premiums, any assignable insurance owned by the Employer and relating specifically to the Participant, and the Participant shall be entitled to all health and similar benefits that are or would have been made available to the Participant under law.

      Section 4.4 Mitigation or Set-off of Amounts Payable Hereunder . The Participant shall not be required to mitigate the amount of any payment provided for in this Article IV by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Article IV be reduced by any compensation earned by the Participant as the result of employment by the Company or any successor after the Payment Date or by another employer after the Termination Date, or otherwise. The Employer’s obligations hereunder also shall not be affected by any set-off, counterclaim, recoupment, defense or