Exhibit 10(m)
Form of Restricted Stock Award to Directors
___________ Shares Date of Grant: _____________
RESTRICTED STOCK AWARD
YEARLY VESTING AWARDS
2004 OMNIBUS STOCK AND INCENTIVE PLAN
FOR DENBURY RESOURCES INC.
RESTRICTED STOCK AWARD ("Award") made effective _________________ ("Date of
Grant") between Denbury Resources Inc. (the "Company") and ____________________
("Holder").
WHEREAS, the Company desires to grant to the Holder ________________
Restricted Shares under and for the purposes of the 2004 Omnibus Stock and
Incentive Plan for Denbury Resources Inc. (the "Plan");
WHEREAS, in accordance with the provisions of Section 16(d) of the Plan,
the Restricted Shares (together with a stock power (set forth below)), will be
delivered to the Company, to be held in escrow by the Company for the benefit of
Holder until such time as such Restricted Shares are Vested by reason of the
lapse of the applicable Restrictions, after which time the Company shall make
delivery of the Vested Shares (but not Retained Vested Shares, as described in
Section 5) to Holder; and
WHEREAS, the Company and Holder understand and agree that this Award is in
all respects subject to the terms, definitions and provisions of the Plan, and
all of which are incorporated herein by reference, except to the extent
otherwise expressly provided in this Award.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties agree as
follows:
1. Restricted Share Award. The Company hereby sells, transfers, assigns and
delivers to the Holder an aggregate of ____________ Restricted Shares ("Award
Restricted Shares") on the terms and conditions set forth in the Plan and
supplemented in this Award, including, without limitation, the restrictions more
specifically set forth in Section 2 below, subject only to Holder's execution of
this Award agreement.
2. Vesting of Award Restricted Shares. The Restrictions on the Award Restricted
Shares shall lapse (Award Restricted Shares with respect to which Restrictions
have lapsed being herein referred to as "Vested Shares") with respect to 20% of
the Award Restricted Shares on the First Anniversary of the Date of Grant, and
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Restrictions with respect to an additional 20% of Award Restricted Shares shall
lapse on each subsequent Anniversary of the Date of Grant, so that, without
limitation, Restrictions on all of the Award Restricted Shares will have lapsed
no later than the Fifth Anniversary of the Date of Grant.
Without limiting the generality of the foregoing, in the event that, prior
to lapse of Restrictions with respect to all Award Restricted Shares, either (i)
Holder incurs a Separation (as defined below) by reason of Holder's death, or
Disability, or (ii) there is a Change in Control as to which the Company or its
shareholders have received a favorable fairness opinion from an independent
third party investment bank or similar firm, or (iii) there is an unsolicited
hostile take-over of the Company, or (iv) without limiting the generality of
Section 2(h)(5) of the Plan, Holder incurs a Separation (as defined below) for
any reason other than Cause after the Commencement of a Change in Control as to
which the Company or its shareholders have received a favorable fairness opinion
from an independent third party investment bank or similar firm or as a result
of an unsolicited hostile take-over, then the Restrictions on all remaining
Award Restricted Shares shall lapse and all such Award Restricted Shares shall
become Vested Shares, as of the date of such death, disability, Change in
Control, or Change in Control following a Separation after the Commencement of
such Change in Control. For all purposes of this Award, the term "Commencement
of a Change in Control" shall mean any material action, including without
limitation through a written offer, open-market bid, corporate action, proxy
solicitation or otherwise, 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 such material action, lead to a Change in Control as defined in
Section 2(h)(2), (3) or (4) of the Plan involving such person, group, or their
affiliates. Without limitation, for all purposes of this Award, the term
"Separation" shall mean in the case of a non-employee Director, upon his or her
ceasing to be a Director. The definition of "Separation" for a non-employee
Director shall automatically be amended by any changes to, and shall be
identical to, the definition of "Separation" for non-employee Directors in the
Company's 2004 Omnibus Stock and Incentive Plan, as that portion of such
definition may be amended in that Plan from time to time.
3. Restrictions - Forfeiture of Award Restricted Shares. The Award Restricted
Shares are subject to the Restriction that all rights of Holder to any Award
Restricted Shares which have not become Vested Shares, or do not become Vested
Shares as a result of Holder's Separation after the Commencement of a Change in
Control, automatically and without notice, shall terminate and be permanently
forfeited on the date of Holder's Separation.
4. Withholding. No tax withholding is required for a non-employee director.
5. Issuance of Shares. Without limitation, Holder shall have all of the rights
and privileges of an owner of the Award Restricted Shares (including voting
rights) except that Holder shall not be entitled to delivery of the certificates
evidencing any of the Shares unless and until they become Vested Shares, nor
shall Holder be entitled to receive Restricted Share Distributions (i.e.
dividends) unless and until Holder is entitled either (i) to receive the
certificates for the related Vested Shares, or (ii) such Award Restricted Shares
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become Retained Vested Shares, as defined below. Notwithstanding the foregoing,
on the date Award Restricted Shares become Vested Shares, the Administrator
shall retain sixty percent (60%) of the Vested Shares ("Retained Vested Shares")
in escrow until the date of Holder's Separation, and immediately after such
Separation shall deliver all such Retained Vested Shares to Holder. During the
period in which the Company holds the Retained Vested Shares, Holder is entitled
to receive what would be Restricted Share Distributions if Holder was in
possession of such Retained Vested Shares, except Holder shall not be entitled
to receive a Restricted Share Distribution made in the form of Shares, but
rather such Shares will be retained by the Company as additional Retained Vested
Shares.
6. No Transfers Permitted. The rights under this Award are not transferable by
the Holder otherwise than by will or the laws of descent and distribution, and
so long as Holder lives, only Holder or his or her guardian or legal
representative shall have the right to receive and retain Vested Shares.
7. No Right To Continued Employment. Neither the Plan nor this Award shall
confer upon the Holder any right to provide services as a director to the
Company, nor shall they interfere in any way with Holder's right to terminate
their services as a director.
8. Governing Law. WITHOUT LIMITATION, THIS AWARD SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF DELAWARE.
9. Binding Effect. This Award shall inure to the benefit of and be binding upon
the heirs, executors, administrators, successors and assigns of the parties
hereto.
10. Severability. If any provision of this Award is declared or found to be
illegal, unenforceable or void, in whole or in part, the remainder of this Award
will not be affected by such declaration or finding and each such provision not
so affected will be enforced to the fullest extent permitted by law.
IN WITNESS WHEREOF, the Company has caused these presents to be executed on
its behalf and its corporate seal to be affixed hereto by its duly authorized
representative and the Holder has hereunto set his or her hand and seal, all on
the day and year first above written.
Dated as of this _______day of _________________, 2004.
DENBURY RESOURCES INC.
By: ________________________ __________________________
Gareth Roberts Phil Rykhoek
President and CEO Senior VP, CFO and Secretary
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Assignment Separate From Certificate
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto Denbury Resources Inc. the _______________ Shares subject to this Award,
standing in the undersigned's name on the books of said Denbury Resources Inc.,
represented by Certificate No. _____herewith and do hereby irrevocably
constitute and appoint the corporate secretary of Denbury Resources Inc. as
attorney to transfer the said stock on the books of Denbury Resources Inc. with
full power of substitution in the premises.
Dated ____________________
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Holder
ACKNOWLEDGMENT
The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my
opportunity to review the Plan, (iii) my opportunity to discuss this Award 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 Award 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 Award 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 Award, or both) of the
Administrator upon any questions arising under the Plan, or this Award, or both.
Dated as of this ________ day of ______________, 200__.
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Holder
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