EXHIBIT 99
DENBURY RESOURCES INC.
DIRECTOR COMPENSATION PLAN
As Amended on:
February 22, 2001 and
May 11, 2005
Scope and Purpose of Plan
The purpose of this Director Compensation Plan is to provide a means by
which Denbury Resources Inc. (the "Corporation") may attract, motivate and
retain experienced and knowledgeable persons to serve as directors of the
Corporation and to promote identification of such directors' interests with
those of the Corporation's shareholders.
1. DEFINITIONS
a. "Affiliate" means, 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.
b. "Board" means the Board of Directors of the Corporation.
c. "Committee" means the Compensation Committee of the Board of Directors
.
d. "Common Stock" means shares of Common Stock, $.001 par value of
Denbury Resources Inc.
e. "Director Fees" means all amounts paid by the Corporation to a
Participant in consideration of the Participant's service as a member
of the Board of Directors of the Corporation, including the annual
retainer fee, board meeting fees, fees for special services performed
by a Director, and any fees for serving on a committee or as a
committee chairman, but not including reimbursements for expenses.
f. "Effective Date" of the Plan means July 1, 2000.
g. "Fair Market Value" of a share of Common Stock, as of any Issue Date,
shall be the Closing Price on such date, provided further that if the
actual transaction involving such shares occurs at a time when the New
York Stock Exchange is closed, then it shall be the most recent
Closing Price; provided, further, that "Closing Price" means the
closing price of the shares on the New York Stock Exchange as reported
in any newspaper of general circulation. If the Common Stock ceases to
be traded on a national exchange, its fair market value shall be
determined by the Board in its discretion.
h. "Issue Date" means the last day of each calendar quarter in a Plan
Year or any other date determined by the Board on which Director Fees
are payable.
i. "Participant" means each member of the Board of Directors of the
Corporation who is not a full-time employee of the Corporation.
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j. "Person" means: (i) an individual; (ii) a partnership; (iii) a
corporation, an incorporated association, an incorporated syndicate or
any other incorporated organization; (iv) an unincorporated
association, an unincorporated syndicate or any other unincorporated
organization; (v) a trust; or (vi) a trustee, an executor, an
administrator or any other legal representative.
k. "Plan" means the Denbury Resources Inc. Director Compensation Plan.
l. "Plan Year" means the 12-month period beginning July 1 of each year
and ending the following June 30.
2. SHARES SUBJECT TO PLAN
a. Authorized Shares. The total number of shares of Common Stock
available for issuance under the Plan is 100,000, subject to
adjustment as provided in Section 6(e) hereof; provided, however, that
the total number of shares of Common Stock that may be issued under
this Plan may not exceed one percent of the number of shares of Common
Stock outstanding before any given issuance under this Plan. Shares
available for issuance under the Plan may be authorized and unissued
shares or treasury shares, or any combination thereof as the
Corporation may determine from time to time.
b. Participant Limitation. Notwithstanding anything in this Plan to the
contrary, no Participant may acquire under this Plan Common Stock
exceeding one percent of the Corporation's outstanding Common Stock as
of the Effective Date.
3. ELIGIBILITY
Each Participant elected or appointed after the Effective Date of the Plan
shall be eligible to participate in the Plan upon election or appointment to the
Board of Directors as further described in Sections 5(a) and 5(c) hereof.
4. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall,
subject to the provisions of the Plan, adopt such rules as it may deem
appropriate in order to carry out the purpose of the Plan. All questions of
interpretation, administration, and application of the Plan shall be determined
by a majority of the members of the Committee, except that the Committee may
authorize any one or more of its members, or any officer or employee of the
Corporation, to execute and deliver documents on behalf of the Committee. The
determination of such majority shall be final and binding in all matters
relating to the Plan. No member of the Committee shall be liable for any act
done or omitted to be done by such member or by any other member of the
Committee in connection with the Plan, except for such member's own willful
misconduct or as expressly provided by statute. All costs and expenses involved
in administration of the Plan shall be borne by the Corporation.
5. DIRECTOR COMPENSATION
a. Director Fees. Each Participant shall receive from the Corporation as
compensation for the Participant's service as a member of the Board of
Directors of the Corporation an annual retainer fee and a fee for
attending meetings of the Board of Directors in amounts determined by
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the Board. The annual retainer fee shall be pro-rated for Participants
who are not in office for the entire Plan Year. The Corporation may
also in its sole discretion pay Participants for serving as chairmen
of committees of the Board and for any other duties undertaken in the
Participant's capacity as a member of the Board. The members of the
Audit Committee may also receive an additional fee for performing
special services.
b. Payment of Fees. Unless a Participant makes an election pursuant to
Section 5(c), the Participant shall be paid in cash quarterly on the
respective Issue Dates for all Director Fees earned in the quarter
ending on the Issue Date. If the Board selects an Issue Date other
than the last day of the quarter, payment shall be made on such Issue
Date for all fees earned since the immediately preceding Issue Date.
c. Election to Receive Common Stock. Prior to the first day of each Plan
Year, each Participant may make an election to receive all or a
portion (in increments of 1%) of his or her Director Fees for such
Plan Year in Common Stock in lieu of cash. This election shall be in
writing on a form provided by the Committee and returned to the
Committee prior to the beginning of the Plan Year in question. This
election, once made, shall remain in effect, unless a Participant
changes the election for a fiscal quarter prior to the beginning of
such quarter, which change may be made no more frequently than once a
fiscal quarter. Notwithstanding the foregoing, any Participant who is
newly elected or appointed to the Board after the first day of a Plan
Year may make the election under this Section 5(c) with respect to
Director Fees not yet earned in such Plan Year, no later than the
earlier of: (i) thirty (30) days or (ii) the first Issue Date, after
the date of his or her election or appointment to the Board. If the
Participant elects to receive any portion of the Director Fees in
Common Stock, the number of shares of Common Stock calculated in
accordance with Section 5(d) hereof shall be issued to the Participant
on the Issue Date.
d. Calculation of Number of Shares Issued. If a Participant elects to
receive all or any portion of his or her Director Fees in Common
Stock, the number of shares to be issued shall be calculated by
dividing the amount of the Director Fees payable on such Issue Date by
the Fair Market Value of the Common Stock. The Fair Market Value of
the Common Stock shall be determined as provided in Section 1(j). If a
fractional amount of shares results from the calculation provided in
this Section 5(d), cash in lieu of such fractional shares shall be
paid to the Participant. Notwithstanding anything to the contrary
herein, if on any Issue Date the number of shares of Common Stock
otherwise issuable to all Participants hereunder shall exceed the
number of reserved shares of Common Stock remaining available under
the Plan, the available shares shall be allocated among the
Participants in proportion to the number of shares they would
otherwise be entitled to receive and the remainder of the
Participant's Director Fees shall be paid in cash.
e. Failure to Elect Should an election form not be returned to the
Committee on time, the form of payment of Director Fees made in the
previous Plan Year will be deemed to be the election made for the Plan
Year in which no timely election was made.
f. Effect of Certain Changes in Capitalization. In the event of any
recapitalization, stock split, reverse stock split, dividend,
reorganization, merger, consolidation, spin-off, combination,
repurchase or share exchange, or other similar corporate transaction
or event affecting the Common Stock, the maximum number of shares
available under the Plan, and the number or class of shares of Common
Stock to be delivered hereunder shall be adjusted by the Committee to
reflect any such change in the number or class of issued shares of
Common Stock or securities into which the Common Stock is convertible
or exchangeable.
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6. MISCELLANEOUS
a. Term of Plan. The Plan shall become effective on July 1, 2000, and
unless terminated earlier pursuant to Section 6(b), the Plan shall
have a term of 10 years.
b. Amendment; Termination. The Board may at any time and from time to
time alter, amend, or terminate the Plan, subject to NYSE rules that
might require shareholder approval of such changes, in whole or in
part; provided, however, that no such action shall, without the
consent of a Participant, affect the rights of such Participant in any
Common Stock issued to such Participant under the Plan.
c. Rights of Directors. Nothing contained in the Plan shall confer upon
any Participant any right to continue in the service of the
Corporation as a director.
d. Government and other Regulations. The obligations of the Corporation
to deliver shares under the Plan shall be subject to all applicable
laws, rules and regulations and such approvals by any government
agency as may be required, including, without limitation, compliance
with the Securities Act of 1933, as amended. The Committee may elect
not to issue any Common Stock on an Issue Date if it determines in its
sole discretion that to do so would be a violation of the Securities
Act of 1933 or the securities laws of any state.
e. Nontransferability. The rights and benefits under the Plan shall not
be transferable by a Director other than by the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined in the Internal Revenue Code of 1986, as amended, or Title I
of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder.
f. Withholding. To the extent required by applicable federal, state,
local or foreign law, a Participant shall make arrangements
satisfactory to the Corporation for payment of any withholding tax
obligations, if any, that arise in connection with the Plan. The
Corporation shall not be required to issue any Common Stock under the
Plan until such obligations, if any, are satisfied. A Participant may
satisfy any such withholding obligation by (i) having the Corporation
retain the number of shares of Common Stock or (ii) tendering the
number of shares of Common Stock, in either case, whose Fair Market
Value equals the amount required to be withheld.
g. Governing Law. To the extent that federal laws do not otherwise
control, the Plan and all rights hereunder shall be construed in
accordance with and governed by the laws of the State of Delaware.
h. Headings. The headings of sections herein are included solely for
convenience of reference and shall not affect the meaning of any of
the provisions of the Plan.
i. Unfunded. The Plan shall be unfunded. The Corporation shall not be
required to establish any special or separate fund or to make any
other segregation of assets to assure the issuance of Common Stock and
the issuance of Common Stock shall be an unsecured general obligation
of the Corporation.
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IN WITNESS WHEREOF, the undersigned have executed this Amended Plan on
behalf of Denbury Resources Inc. on this 11th day of May, 2005.
/s/ Ron Greene
---------------------------------
Ron Greene, Chairman of the Board
/s/ Phil Rykhoek
---------------------------------
Phil Rykhoek, Secretary
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