March 31, 2020 Uses in Definitions Clause

Definitions from Incentive Plan

This TSR PERFORMANCE AWARD (this "Award") is made effective on the Date of Grant by Denbury Resources Inc. (the "Company") in favor of _____________________ ("Holder").

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award:(a)"Annual TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of the calculation of TSR for each of them set out in Section 4(a) hereof as to a Calendar Year within the Performance Period.(b)"Beginning Common Stock Price" means the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days immediately preceding the first day of each Calendar Year, taken separately, within the Performance Period being measured.(c)"Calendar Year" means the 12-month period beginning January 1 and ending December 31 for the Company and each Peer Company.(d)"Change of Control" or "CIC" means, without limitation, the same as it does in the Plan. (e)"Closing Price" means the last reported sales price of the primary common equity security of the Company and each Peer Company, as reported by the national exchange upon which such security is traded; provided, however, in the event the primary common equity security of the Company or a Peer Company is not traded on a national exchange at the time of such determination, "Closing Price" will be the price determined by the Committee in good faith based upon a review of the facts and circumstances available to the Committee.(f)"Delivery Date" means (i) if Sections 6(b), 7(c)(i), (ii), or (iii) apply, the date on which Performance Shares are delivered to Holder which shall be no later than the dates set forth in Section 6(b) or 7(c)(i), (ii) or (iii), as applicable or (ii) if Sections 6(b) or 7(c)(i), (ii) or (iii) do not apply, the date on which Earned Performance Shares are delivered to Holder, which shall be no later than 30 days following March 31, 2020 (i.e., the Vesting Date).(g)"Disability" means, without limitation, the same as it does in the Plan.(h)"Earned Performance Shares" means the number of Performance Shares which are earned during the Performance Period as described and calculated in Section 6.(i)"Ending Common Stock Price" equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the last day of each Calendar Year, taken separately, within the Performance Period; provided that in the event of a Change of Control, the price equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the day such Change of Control takes effect.(j)"Maximum Performance Shares" means the maximum number of Performance Shares, as set forth in Section 1, which may be earned under this Award if there are no reductions in the number of Performance Shares under Section 5.(k)"Peer Company" means each of the companies listed on Appendix A hereto, as adjusted pursuant to Appendix A.(l)"Performance Criteria" means the Total Shareholder Return measure defined in Section 4 for the Performance Period. (m)"Performance Period" means the three-year period beginning on the first day of the Calendar Year of the Date of Grant and ending on December 31 of the Calendar Year two years thereafter, provided that in the event of a Change of Control, the Performance Period will end on the day such Change of Control takes effect.(n)"Performance Percentage" means that percentage determined based upon the relative ranking of the Company's Three-Year Average TSR for the Performance Period compared to the Three-Year Average TSR of each Peer Company for the Performance Period as determined under the provisions of Section 4(e), subject to reduction under Sections 5 and 12, if any.(o)"Post Separation Change of Control" means a Change of Control that closes following Holder's Separation, but where such Separation resulted from the Commencement of the Change of Control prior to Holder's Separation. For all purposes of this Award, the term "Commencement of a Change of Control" shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after the date of such material action, leads to a Change of Control involving such person, group, or their affiliates.(p)"Three-Year Average TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of averaging their respective Annual TSR for each of the Calendar Years in the Performance Period.(q)"Total Shareholder Return" or "TSR" shall mean that percentage which reflects the increase or decrease in

Definitions from Incentive Plan

This TSR PERFORMANCE AWARD (this "Award") is made effective on the Date of Grant by Denbury Resources Inc. (the "Company") in favor of _____________________ ("Holder").

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award:(a)"Annual TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of the calculation of TSR for each of them set out in Section 4(a) hereof as to a Calendar Year within the Performance Period.(b)"Beginning Common Stock Price" means the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days immediately preceding the first day of each Calendar Year, taken separately, within the Performance Period being measured.(c)"Calendar Year" means the 12-month period beginning January 1 and ending December 31 for the Company and each Peer Company.(d)"Change of Control" or "CIC" means, without limitation, the same as it does in the Plan. (e)"Closing Price" means the last reported sales price of the primary common equity security of the Company and each Peer Company, as reported by the national exchange upon which such security is traded; provided, however, in the event the primary common equity security of the Company or a Peer Company is not traded on a national exchange at the time of such determination, "Closing Price" will be the price determined by the Committee in good faith based upon a review of the facts and circumstances available to the Committee.(f)"Delivery Date" means (i) if Sections 6(b), 7(c)(i) or (ii) apply, the date on which Performance Cash is paid to Holder which shall be no later than the dates set forth in Section 6(b) or 7(c)(i) or (ii), as applicable or (ii) if Sections 6(b) or 7(c)(i) or (ii) do not apply, the date on which Earned Performance Cash is paid to Holder, which shall be no later than 30 days following March 31, 2020 (i.e., the Vesting Date).(g)"Disability" means, without limitation, the same as it does in the Plan.(h)"Earned Performance Cash" means the amount of Performance Cash which is earned during the Performance Period as described and calculated in Section 6.(i)"Ending Common Stock Price" equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the last day of each Calendar Year, taken separately, within the Performance Period; provided that in the event of a Change of Control, the price equals the average of the Closing Price of the primary common equity security for the Company and each Peer Company for each of the 10 trading days ending on and including the day such Change of Control takes effect.(j)"Maximum Performance Cash" means the maximum amount of Performance Cash, as set forth in Section 1, which may be earned under this Award if there are no reductions in the amount of Performance Cash under Section 5.(k)"Peer Company" means each of the companies listed on Appendix A hereto, as adjusted pursuant to Appendix A.(l)"Performance Criteria" means the Total Shareholder Return measure defined in Section 4 for the Performance Period. (m)"Performance Period" means the three-year period beginning on the first day of the Calendar Year of the Date of Grant and ending on December 31 of the Calendar Year two years thereafter, provided that in the event of a Change of Control, the Performance Period will end on the day such Change of Control takes effect.(n)"Performance Percentage" means that percentage determined based upon the relative ranking of the Company's Three-Year Average TSR for the Performance Period compared to the Three-Year Average TSR of each Peer Company for the Performance Period as determined under the provisions of Section 4(e), subject to reduction under Sections 5 and 12, if any.(o)"Post Separation Change of Control" means a Change of Control that closes following Holder's Separation, but where such Separation resulted from the Commencement of the Change of Control prior to Holder's Separation. For all purposes of this Award, the term "Commencement of a Change of Control" shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after the date of such material action, leads to a Change of Control involving such person, group, or their affiliates.(p)"Three-Year Average TSR" means for the Company and each Peer Company, the result, expressed as a percentage, of averaging their respective Annual TSR for each of the Calendar Years in the Performance Period.(q)"Total Shareholder Return" or "TSR" shall mean that percentage which reflects the increase or decrease in the average closing trading price of the Company'

Definitions from Incentive Plan

This OIL PRICE CHANGE vs. TSR PERFORMANCE AWARD (this "Award") is made effective on the Date of Grant by Denbury Resources Inc. (the "Company") in favor of ______________ ("Holder").

Definitions. All words capitalized herein that are defined in the Plan shall have the meaning assigned them in the Plan; other capitalized words shall have the following meaning, or shall be defined elsewhere in this Award:(a)"Annual TSR" means for the Company, the result, expressed as a percentage, of the calculation of TSR set out in Section 4(a) hereof as to a Calendar Year within the Performance Period.(b)"Annual Oil Price" means, the result, expressed as a percentage, of the calculation set out in Section 4(b) hereof as to a Calendar Year within the Performance Period.(c)"Beginning Common Stock Price" means the average of the Closing Price of the primary common equity security for the Company for each of the 10 trading days immediately preceding the first day of each Calendar Year, taken separately, within the Performance Period being measured.(d)"Beginning Crude Oil WTI (NYMEX)" equals the forward looking average closing trading price of the next 12 months of Crude Oil WTI (NYMEX) strip prices for each 10 trading days immediately preceding the first day of each Calendar Year, taken separately, within the Performance Period being measured.(e)"Calendar Year" means the 12-month period beginning January 1 and ending December 31 for the Company.(f)"Change of Control" or "CIC" means, without limitation, the same as it does in the Plan. (g)"Closing Price" means the last reported sales price of the primary common equity security of the Company, as reported by the national exchange upon which such security is traded; provided, however, in the event the primary common equity security of the Company is not traded on a national exchange at the time of such determination, "Closing Price" will be the price determined by the Committee in good faith based upon a review of the facts and circumstances available to the Committee.(h)"Delivery Date" means (i) if Sections 6(b), 7(c)(i), (ii), or (iii) apply, the date on which Performance Cash is paid to Holder which shall be no later than the dates set forth in Section 6(b) or 7(c)(i), (ii) or (iii), as applicable or (ii) if Sections 6(b) or 7(c)(i), (ii) or (iii) do not apply, the date on which Earned Performance Cash is paid to Holder, which shall be no later than 30 days following March 31, 2020 (i.e., the Vesting Date).(i)"Disability" means, without limitation, the same as it does in the Plan.(j)"Earned Performance Cash" means the amount of Performance Cash which is earned during the Performance Period as described and calculated in Section 6.(k)"Ending Common Stock Price" equals the average of the Closing Price of the primary common equity security for the Company for each of the 10 trading days ending on and including the last day of each Calendar Year, taken separately, within the Performance Period; provided that in the event of a Change of Control, the price equals the average of the Closing Price of the primary common equity security for the Company for each of the 10 trading days ending on and including the date such Change of Control takes effect.(l)"Ending Crude Oil WTI (NYMEX)" equals the forward looking average closing trading price of the next 12 months of Crude Oil WTI (NYMEX) strip prices for each of the last 10 trading days ending on and including the last day of each Calendar Year, taken separately, within the Performance Period; provided that in the event of a Change of Control, the price equals the average closing trading price of the next 12 months of Crude Oil WTI (NYMEX) strip prices for each of the last 10 trading days ending on and including the last day of the Change of Control.(m)"Maximum Performance Cash" means the maximum amount of Performance Cash, as set forth in Section 1, which may be earned under this Award if there are no reductions in the amount of Performance Cash under Section 5.(n)"Performance Period" means the three-year period beginning on the first day of the Calendar Year of the Date of Grant and ending on December 31 of the Calendar Year two years thereafter; provided that in the event of a Change of Control, the Performance Period will end on the day such Change of Control takes effect.(o)"Performance Percentage" means that percentage determined based upon the TSR Relative to Oil Price Change as determined under the provisions of Section 4(d), subject to reduction under Sections 5 and 12, if any.(p)"Post Separation Change of Control" means a Change of Control that closes following Holder's Separation, but where such Separation resulted from the Commencement of the Change of Control prior to Holder's Separation. For all purposes of this Award, the term "Commencement of a Change of Control" shall mean the date on which any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, is taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence