Exhibit 10(q)
Form of Non-qualified Stock Option Agreement that Cliff Vests
No. Shares: ___________ Date of Grant: _______________
ANNUAL NONQUALIFIED STOCK OPTION AGREEMENT
2004 OMNIBUS STOCK AND INCENTIVE PLAN
FOR DENBURY RESOURCES INC.
An Annual Nonqualified Stock Option (the "Option") for a total of
______________ shares (collectively, "Option Shares") of Denbury Resources
Inc.(the "Company"), is hereby granted to ___________________ (the "Optionee")
on __________________ ("Date of Grant") at the Option Price determined in this
Option 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 Option.
1. Option Price. The Option Price is _______________________ for each Share.
2. Vesting of Option Shares. The Option Shares shall remain 100% forfeitable,
until the fourth (4th) anniversary of the Date of Grant, and on such fourth
(4th) anniversary of the Date of Grant, this Option shall become 100% Vested,
and all Option Shares subject to this Option shall become "Vested Option
Shares". Without limiting the generality of the forgoing, in the event that,
prior to the fourth (4th) anniversary of the Date of Grant, either (i) Optionee
incurs a Separation by reason of Optionee's death, or Disability, or (ii) there
is a Change in Control, then all of the Option Shares which have not previously
become Vested Option Shares shall become Vested Option Shares as of the date of
such death, disability or Change in Control
3. Exercisability of Option. This Option shall not be exercisable prior to the
first date on which Option Shares become Vested Option Shares, and thereafter
(and prior to the termination of this Option), this Option shall be exercisable,
in whole or in part, with respect to Vested Option Shares.
(a) Method of Exercise. Without limitation, this Option shall be exercised
by a written notice delivered to the Administrator which shall:
(i) state the election to exercise the Option and the number of Vested
Option Shares in respect of which it is being exercised; and
(ii) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other
than the Optionee, be accompanied by proof, satisfactory to the
Administrator, of the rights of such person or persons to exercise the
Option.
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(b) Payment and Withholding. The Option Price of any Vested Option Shares
purchased, and any withholding required by the Company, shall be paid by the
Optionee to the Administrator in cash, or by the delivery of Shares held by
Optionee for at least 6 months (which period may, in the sole discretion of the
Administrator, be increased to the extent the Administrator deems necessary in
order to avoid a charge to the Company's earnings), or both; provided, further,
that the minimum amount of required withholding may be paid with Vested Option
Shares acquired through the exercise of this Option. To the extent Shares are
used in payment of the Option Price, or withholding, or both, the value of such
Shares shall be their Fair Market Value on the date of delivery to the
Administrator.
(c) Issuance of Shares. No person shall be, or have any of the rights or
privileges of, a holder of the Shares subject to this Option unless and until
certificates representing such Shares shall have been issued and delivered to
such person, such issuance, without limitation, being subject to the terms of
the Plan.
(d) Surrender of Option. Upon exercise of this Option in part, if requested
by the Administrator, the Optionee shall deliver this Option and other written
agreements executed by the Company and the Optionee with respect to this Option
to the Administrator who shall endorse or cause to be endorsed thereon a
notation of such exercise and return all agreements to the Optionee.
4. Term of Option. Without limitation, the unexercised portion of this Option
shall automatically terminate at the time of the earliest to occur of the
following:
(i) on the 90th day following Optionee's Separation for any reason
except death, Disability or for Cause; or
(ii) immediately upon Optionee's Separation as a result, in whole or
in material part, of a discharge for Cause; or
(iii) on the first anniversary of a Optionee's Separation by reason of
death or Disability;
(iv) if you are a 10% Person, on the fifth (5th) anniversary of the
Date of Grant; or
(v) on the tenth (10th) anniversary of the Date of Grant.
5. No Transfers Permitted. The rights under this Option are not transferable by
the Optionee otherwise than by will or the laws of descent and distribution, and
so long as Optionee lives, only Optionee or his or her guardian or legal
representative shall have the right to exercise this Option.
6. No Right To Continued Employment. Neither the Plan nor this Option shall
confer upon the Optionee any right with respect to continuation of employment by
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the Company, or any right to provide services to the Company, nor shall it
interfere in any way Optionee's right to terminate employment, nor the Company's
right to terminate Optionee's employment, at any time.
7. Law Governing. WITHOUT LIMITATION, THIS OPTION SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF DELAWARE.
Dated as of this ____ day of _________________, 2005.
DENBURY RESOURCES INC.
Per:____________________________
Xxxxxx Xxxxxxx, President
Per:____________________________
Xxxx Xxxxxxx, Xx. V.P., C.F.O.
and Secretary
Acknowledgment
The undersigned hereby acknowledges (i) my receipt of this Option, (ii) my
opportunity to review the Plan, (iii) my opportunity to discuss this Option with
a representative of the Company, and my personal advisors, to the extent I deem
necessary or appropriate, (iv) my understanding of the terms and provisions of
the Option and the Plan, and (v) my understanding that, by my signature below, I
am agreeing to be bound by all of the terms and provisions of this Option and
the Plan.
Without limitation, I agree to accept as binding, conclusive and final all
decisions or interpretations (including, without limitation, all interpretations
of the meaning of provisions of the Plan, or Option, or both) of the
Administrator upon any questions arising under the Plan, or this Option, or
both.
Dated as of this ________ day of ______________, 200__.
_________________________________
Optionee Name
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