EXHIBIT 99
DENBURY RESOURCES INC.
EMPLOYEE STOCK PURCHASE PLAN
As Amended on:
May 1, 1996
December 9, 1997
April 20, 1999
May 24, 2000
February 1, 2001
May 22, 2002 and
May 11, 2005
The following provisions constitute the terms and conditions of the
Employee Stock Purchase Plan of Denbury Resources Inc.
1. Purpose. The purpose of the Plan is to provide employees of the Company
and its Subsidiaries with an opportunity to purchase Common Stock of the
Company.
2. Definitions.
(a) "Affiliate" shall mean a person who is directly or indirectly the
beneficial owner of more than ten percent (10%) of the Common Stock of the
Company, or a director or officer of the Company.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Bonus" shall mean compensation paid, when and if declared in the
sole discretion of the Company, as additional compensation over and above
the employee's normal salary or hourly rate, as adjusted from time to time.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Common Stock" shall mean the common shares, without nominal or
par value, in the capital stock of the Company.
(f) "Company" shall mean Denbury Resources Inc., a corporation
organized under the Canada Business Corporations Act, or any successor
which adopts this Plan.
(g) "Compensation" for the Offering Period shall mean the earnings
paid to the Employee by the Employer for the then in effect calendar tax
year which are includible on the Employee's W-2 as taxable wages earned
from employment with the Employer, adjusted to include any deductions for
the 401(k) and cafeteria (Section 125) plans, and further adjusted to
exclude any Bonus or other type of income not a part of the compensation
paid to an employee as their normal salary or hourly rate (such as excess
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life insurance, the value of an automobile, expense reimbursements, any
additional earnings resulting from this Plan, etc.).
(h) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of a leave of
absence that meets the requirements of paragraph 11(b).
(i) "Election Period" shall mean the fifteen days prior to each of the
four (4) three (3) month calendar quarter periods commencing one (1) day
after one (1) Exercise Date and ending with the next Exercise Date.
(j) "Eligible Employee" shall mean a full-time Employee.
(k) "Employee" shall mean any person who is employed by the Employer
and whose wages are subject to withholding for purposes of federal income
taxes.
(l) "Employer" shall mean the Company and each of its Subsidiaries
that has elected to participate in the Plan.
(m) "Enrollment Date" shall mean the first day of each January, April,
July and October, except for the first Enrollment Date which shall be
February 1, 1996.
(n) "Exercise Date" shall mean each March 31, June 30, September 30
and December 31.
(o) "Offering Period" shall mean each calendar quarter beginning on
each Enrollment Date and ending on the immediately following Exercise Date,
except for the first Offering Period which shall begin on February 1, 1996
and end on March 31, 1996.
(p) "Participant" shall mean an Eligible Employee in Continuous Status
as an Employee who has been offered the opportunity to purchase Common
Stock hereunder and who has elected to participate herein.
(q) "Payroll Deduction Account" shall mean that separate account
maintained hereunder for each Participant.
(r) "Plan" shall mean the Denbury Resources Inc. Employee Stock
Purchase Plan.
(s) "Prior Year Compensation" shall mean the Compensation for the
prior calendar year for all Eligible Employees who were employed by the
Employer during the prior full calendar year. For all Eligible Employees
who were not employed during the prior full calendar year by the Employer,
this term shall mean the annualized Compensation of the Eligible Employee
based on their most recent six months of employment with the Employer.
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(t) "Stock Account" shall mean an account to hold shares of the
Company's Common Stock maintained at the office of the Employer for the
benefit of the Participants of this Plan.
(u) "Subsidiary" shall mean a corporation, domestic or foreign, of
which at the time of the granting of the option pursuant to paragraph 8,
not less than 50% of the total combined voting power of all classes of
shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company
or a Subsidiary.
(v) "Six Months of Service" shall mean a consecutive one hundred
eighty-three (183) day period, beginning the day of the year on which an
Employee commences employment with an Employer or a Subsidiary, during
which the Employee is in Continuous Status as an Employee. For purposes of
satisfying the Six Months of Service requirement, the time during which a
person worked as contract labor for the Company or any of its Subsidiaries
shall be included in the calculation of the consecutive 183 day period,
provided that (i) the work was performed immediately prior to becoming an
Employee, (ii) the person worked without interruption or termination of
service, and (iii) the person worked a minimum of 40 hours per week.
(w) "Subscription Agreement" shall mean the agreement by which the
Eligible Employees elect to become Participants in this Plan substantially
in the form of Exhibit A hereto.
3. Eligibility.
(a) General Rule. Any Employee, as defined in paragraph 2, who is
employed full-time by an Employer on a given Enrollment Date shall be
eligible to participate in the Plan as an "Eligible Employee," subject to
the requirements of paragraph 5.
(b) Exceptions. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option to purchase Common
Stock under the Plan if the Employee has notified the Employer of their
intent to terminate their employment or has terminated their employment for
any reason.
4. Offering Periods. The Plan shall be implemented by Offering Periods with
the first Offering Period beginning February 1, 1996. The Board shall have the
power to change the duration of the Offering Periods with respect to future
offerings without stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Offering Period
to be affected. The Plan shall permit Eligible Employees to elect the level of
their participation in the Plan by completing a Subscription Agreement prior to
each Offering Period.
5. Participation.
(a) An Eligible Employee may become a Participant in the Plan by
completing a Subscription Agreement, in a form substantially similar to
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Exhibit A attached to the Plan ("Subscription Agreement"), and filing it
with the Company's Payroll Department prior to the applicable Enrollment
Date, unless a later time for filing the Subscription Agreement is set by
the Board for all Eligible Employees with respect to a given Offering
Period.
(b) An Eligible Employee may waive his right to participate for any
Offering Period by declining to authorize a payroll deduction. Such
declination must be filed in writing in the time and manner specified by
the Company. The filing of a written declination shall result in the
Employee's waiver of participation for only the Offering Period to which it
relates and shall be irrevocable with respect to such Offering Period.
Except as otherwise provided in this paragraph, an Employee's waiver of
participation for a specified Offering Period shall not, in and of itself,
adversely impact the right of such Employee to participate in the Plan
during any subsequent Offering Periods, provided that an Affiliate must
wait for a period of six months after such waiver before participating in a
subsequent Offering Period.
6. Payment for Common Stock.
(a) At the time a Participant files his or her Subscription Agreement,
such Participant shall either:
(i) agree to tender either cash or check to the Company at least
5 days prior to an Exercise Date an amount not to exceed ten
percent (10%) of the Participant's Compensation during the
Offering Period; or
(ii) elect to have payroll deductions made on each pay date
during the Offering Period at the rate not to exceed ten
percent (10%) of the Participant's Compensation each pay
date during the Offering Period; or
(iii)designate the method of accumulating payment for the Common
Stock by a combination of paragraphs 6(a)(i) and (ii).
(b) All payroll deductions and cash payments made by a Participant
(collectively the "Participant Contribution") shall be credited to his or
her Payroll Deduction Account under the Plan. Any Subscription Agreement
which attempts to elect to apply more than ten percent (10%) of the
Participant's Compensation toward the purchase of Common Stock shall
automatically be reduced to limit the amount purchased to not more than ten
percent (10%) of that Participant's Compensation.
(c) A Participant may discontinue or change his or her payroll
deductions during the Offering Period by completing and filing with the
Payroll Department of the Company a new Subscription Agreement. The
discontinuance or change shall be effective as soon as administratively
feasible after the Company's receipt of the new Subscription Agreement. If
an Affiliate changes their payroll deduction to zero percent, that
Affiliate may not participate in the Plan until six months have elapsed.
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7. Matching Contribution. On the Exercise Date, the Company will contribute
to each Payroll Deduction Account, an amount equal to 75% of the Participant
Contribution (or $.75 for every $1.00 contributed by the Participant) during
that Offering Period (the "Matching Funds"). These combined funds (the "Total
Funds") will be used to purchase Common Stock of the Company as outlined in
paragraph 8. However, if for some reason the Total Funds for that Participant
are not used to purchase the Company's Common Stock, the Matching Funds, or
proportional portion of the Total Funds remaining relating to the Matching
Funds, will be returned to the Company. In no circumstance will a Participant
receive the Matching Funds other than through the purchase of Common Stock as
outlined in paragraph 8.
If the Participant is an Affiliate, their Participant Contributions will
not be matched until the Plan has received shareholder approval (see paragraph
22). At the first Exercise Date after shareholder approval has been obtained,
the Company will match, in the percentage outlined above, the total funds in the
Affiliates' Payroll Deduction Account at that time, even though the funds may
have been contributed during more than one Offering Period.
8. Grant of Option.
(a) On the Enrollment Date of each Offering Period each Eligible
Employee shall be granted an option to purchase on the Exercise Date during
such Offering Period up to a number of whole shares of the Company's Common
Stock which shall be determined by dividing the total amount in their
Payroll Deduction Account on the Exercise Date by the exercise price as
calculated in Paragraph 8(b) below subject to the limitations described in
paragraphs 8(d) and 13(a) hereof.
(b) The exercise price per share of the shares offered in a given
Offering Period shall be the average of the fair market value of a share of
the Common Stock on the each of the ten (10) trading dates immediately
preceding the Exercise Date. The fair market value of the Company's Common
Stock on a given date shall be the closing price of such shares as reported
by the Nasdaq Stock Market, Inc., or reported on such other national
exchange as it may, from time to time, be reported on, on such date (or if
there shall be no trading on such date, then on the first previous date on
which there is such trading), unless the Common Stock ceases to be traded
on a national exchange. 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.
(c) For any Participant whose (i) Prior Year Compensation was less
than or equal to Fifty Thousand Dollars ($50,000), as adjusted from time to
time by the Board, and (ii) who, in the opinion of the Board, is ineligible
to receive any stock options under any other plan of the Company, the
Employer shall pay the Participant additional income sufficient to pay the
social security, medicare, federal income and any state income taxes
(calculated using the Participant's payroll withholding rate) which are
applicable to the difference between the Participant Contribution during
the applicable period and the fair market value of the Common Stock
purchased for the Participant on the Exercise Date. For purposes of this
subparagraph (c), the fair market value of the Common Stock shall be the
exercise price as determined in paragraph 8(b).
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(d) Notwithstanding any provision herein to the contrary, the group of
Eligible Employees who are comprised of "Insiders" as that term is defined
in Section 627 of the rules and regulations of The Toronto Stock Exchange,
as amended from time to time, shall not be permitted to purchase fifty
percent (50%) or more of the cumulative total shares of Common Stock
purchased under this Plan. In the event that Insiders elect to purchase
shares in excess of the limits of this paragraph, each Eligible Employee
who is an Insider shall have his or her Subscription Agreement
automatically reduced as necessary to ensure compliance with the
limitations of this paragraph.
9. Exercise of Option. The Participant's option for the purchase of Common
Stock will be exercised automatically on the Exercise Date of each Offering
Period, and the maximum number of full shares subject to such option will be
purchased for such Participant at the applicable exercise price with the Total
Funds in his or her Payroll Deduction Account, unless prior to such Exercise
Date the Participant has withdrawn from the Offering Period as provided in
paragraph 11. During a Participant's lifetime, a Participant's option to
purchase shares hereunder is exercisable only by such Participant. A Participant
may only exercise an option to purchase shares hereunder if the Participant is
employed by the Employer on the Exercise Date and was in a Continuous Status as
an Employee during the entire Offering Period. If the Participant is an
Affiliate, their options will not be exercised until the Plan is approved by the
shareholders of the Company in accordance with paragraph 22 hereof.
10. Delivery. As promptly as practicable after each Exercise Date, the
Company shall arrange the delivery to the Stock Account of shares of Common
Stock purchased upon the exercise of his or her option. The shares of Common
Stock shall be issued in the Participant's name and the Participant shall have
certain rights of ownership such as voting and dividend rights, but will not be
able to sell, assign or transfer any such shares in the Stock Account until the
expiration of 365 days (one year) from the Exercise Date, Until the Plan is
approved by the shareholders, the shares will also be subject to the buy-sell
provisions of paragraph 22. At any time after one year from the Exercise Date,
the Participant may request that their shares, or a portion thereof, in the
Stock Account be sent to themselves or to their account at a brokerage firm, but
only to the extent that such shares were purchased on an Exercise Date at least
one year prior to such request.
Any amount remaining in the Participant's Payroll Deduction Account after
an Exercise Date shall remain in the Participant's Deduction Account for the
next Offering Period unless requested in writing by the Participant to be
refunded to the Participant. The Company shall have no responsibility or
liability for any fluctuations in the value of shares in the Stock Account.
11. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, of the
funds credited to his or her Payroll Deduction Account and not yet used
toward the exercise of his or her option under the Plan at any time by
giving written notice to the Company on a form substantially similar to
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Exhibit B attached to this Plan. All of the Participant's funds credited to
his or her Payroll Deduction Account will be paid to such Participant
promptly after receipt of his or her notice of withdrawal. A withdrawal of
a Participant's Payroll Deduction Account shall terminate the Participant's
participation for the Offering Period in which the withdrawal occurs. No
further payroll deductions for the purchase of shares will be made during
the Offering Period. A Participant may resume payroll deductions as of the
beginning of any subsequent Offering Period by delivering a new
Subscription Agreement unless the Participant is an Affiliate, in which
case, the Affiliate must wait for a period of six months after the date of
withdrawal before they become eligible to resume participation in the Plan.
(b) Upon termination of the Participant's Continuous Status as an
Employee of the Company for any reason, he or she will be deemed to have
elected to withdraw from the Plan and any funds credited to his or her
Payroll Deduction Account will be returned to such Participant and his or
her option will be canceled; provided, however, that a Participant who goes
on a leave of absence shall be permitted to remain in the Plan with respect
to an Offering Period which commenced prior to the beginning of such leave
of absence. If such Participant is not guaranteed reemployment by contract
or statute and the leave of absence exceeds ninety (90) days, such
Participant shall be deemed to have terminated employment on the
ninety-first (91st) day of such leave of absence. Payroll deductions for a
Participant who has been on a leave of absence will resume upon return to
work at the same rate as in effect prior to such leave unless changed by
such Participant or unless the leave of absence begins in one Offering
Period and ends in a subsequent Offering Period, in which case the
Participant shall not be permitted to re-enter the Plan until a new
Subscription Agreement is filed with respect to an Offering Period which
commences after such Participant has returned to work from the leave of
absence.
(c) A Participant's withdrawal from one Offering Period will not have
any effect upon his or her eligibility to participate in a different
Offering Period or in any similar Plan which may hereafter be adopted by
the Company.
(d) Termination of the Participant's Continuous Status as an Employee
of the Company for any reason will not affect when shares are deliverable
from the Stock Account.
12. Interest. No interest shall accrue on the payroll deductions or cash or
check payments of a Participant in the Plan.
13. Stock.
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 1,750,000 shares,
subject to adjustment upon changes in capitalization of the Company as
provided in paragraph 19. Either authorized and unissued shares or issued
shares heretofore or hereafter reacquired by the Employer may be made
subject to purchase under the Plan, in the sole and absolute discretion of
the Board. Further, if for any reason any purchase of Common Stock under
the Plan is not consummated, shares subject to such purchase agreement may
be subjected to a new Subscription Agreement under the Plan. If, on a given
Exercise Date, the number of shares with respect to which options are to be
exercised exceeds the number of shares then available under the Plan, the
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Company shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Company shall give written
notice of such reduction of the number of shares which each Employee shall
be allowed to purchase. Notwithstanding anything to the contrary herein,
the Company shall not be obligated to issue Common Stock hereunder if, in
the opinion of counsel for the Company, such issuance would constitute a
violation of Federal or state securities laws.
(b) The Participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised and the
shares purchased.
(c) Shares to be delivered under the Plan will be registered in the
name of the Participant but held in the Stock Account for a period of time
as specified in paragraph 10. After the requisite holding period, the
shares will be delivered to the Participant upon their request. Until the
Plan is approved by the shareholders, the shares will also be subject to
the buy-sell provisions of paragraph 22.
14. Administration. The Plan shall be administered by the Board or a
committee appointed by the Board. If a committee is appointed by the Board, such
committee shall have all of the powers of the Board with respect to the Plan
except for those powers set forth in paragraph 20 hereof. Members of the Board
who are eligible employees are permitted to participate in the Plan; provided,
however, that (i) members of the Board who are eligible Employees may not vote
on any matter affecting the administration of the Plan or the grant of any
option pursuant to the Plan, and (ii) if a committee is appointed by the Board
to administer the Plan, no committee member will be eligible to participate in
the Plan. The Board or a committee appointed hereunder shall have the following
powers and duties:
(a) To direct the administration of the Plan in accordance with the
provisions herein set forth;
(b) To adopt rules of procedure and regulations necessary for the
administration of the Plan provided the rules are not inconsistent with the
terms of the Plan;
(c) To determine all questions with regard to rights of Employees and
Participants under the Plan, including, but not limited to, rights of
eligibility of an Employee to participate in the Plan;
(d) To enforce the terms of the Plan and the rules and regulations it
adopts;
(e) To direct the distribution of the shares of Common Stock purchased
hereunder;
(f) To cause the Employer to maintain such information which the
Employer may require for tax or other purposes;
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(g) To engage the service of counsel (who may, if appropriate, be
counsel for the Employer) and agents whom it may deem advisable to assist
it with the performance of its duties;
(h) To prescribe procedures to be followed by Participants in electing
to participate herein;
(i) To receive from each Employer and from Employees such information
as shall be necessary for the proper administration of the Plan;
(j) To maintain, or cause to be maintained, separate accounts in the
name of each Participant to reflect the Participant's Payroll Deduction
Account under the Plan; and
(k) To interpret and construe the Plan.
15. Designation of Beneficiary.
(a) A Participant may file a written designation of a beneficiary who
is to receive any shares from the Participant's Payroll Deduction Account
under the Plan in the event of such Participant's death subsequent to an
Exercise Date on which an option is exercised but prior to the issuance of
such shares to the Participant. In addition, a Participant may file a
written designation of a beneficiary who is to receive any cash from the
Participant's Payroll Deduction Account under the Plan in the event of such
Participant's death prior to the Exercise Date of the option.
(b) Such designation of beneficiary may be changed by the Participant
at any time by written notice. In the event of the death of a Participant
and in the absence of a beneficiary validly designated under the Plan who
is living at the time of such Participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to any one
or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as
the Company may designate.
16. Transferability. Neither any monies credited to Participant's Payroll
Deduction Account nor any rights with regard to the exercise of an option to
receive shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than as provided in paragraph 15 hereof) by the
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with paragraph 11.
17. Use of Funds. All payroll deductions, cash or check received or held by
the Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such funds.
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18. Reports. Individual Payroll Deduction Accounts will be maintained for
each Participant in the Plan and individual stock accounts will be maintained
for each Participant in the Plan with shares of Common Stock in the Stock
Account. Statements of account will be given to Participants promptly following
an Exercise Date, which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares purchased, and
the remaining cash balance, if any, relating to the just completed Offering
Period and the number of shares and acquisition dates of all shares held by the
Employer for the Participant in the Stock Account.
19. Adjustments Upon Changes in Capitalization. If an option under this
Plan is exercised subsequent to any stock dividend, stock split, spin-off,
recapitalization, merger, consolidation, exchange of shares or the like,
occurring after such option was granted, as a result of which shares of any
class shall be issued in respect of the outstanding shares, or shares shall be
changed into a different number of the same or another class or classes, the
number of shares to which such option shall be applicable and the option price
for such shares shall be appropriately adjusted by the Company. Any such
adjustment, however, in the Common Stock shall be made without change in the
total price applicable to the portion of the Common Stock purchased hereunder
which has not been fully paid for, but with a corresponding adjustment, if
appropriate, in the price for each share of Common Stock. A similar appropriate
adjustment shall be made in the total number of shares of Common Stock available
for sale under paragraph 13(a).
In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the Participant shall have the right to
exercise the option as to all of the optioned stock subject to the Participant's
current Subscription Agreement and covered by the amount in the Payroll
Deduction Account or by a check from the Participant. If the Board makes an
option fully exercisable, in lieu of assumption or substitution in the event of
a merger or sale of assets, the option shall be fully exercisable for such
period as the Board specifies.
20. Amendment or Termination. The Board may at any time and for any reason
terminate or amend the Plan. Except as specifically provided in the Plan, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board on any Exercise Date if the Board
determines that the termination of the Plan is in the best interest of the
Company and its shareholders. Except as specifically provided in the Plan, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any Participant. To the extent necessary to comply with
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, (the "Act")
(or any successor rule or provision or any other applicable law or regulation),
the Company shall obtain shareholder approval in such manner and to such a
degree as required.
21. Notices. All notices or other communications by a Participant to the
Company under or in connection with the Plan shall be deemed to have been duly
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given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
22. Shareholder Approval. Commencement of the Plan shall be subject to
approval by the shareholders of the Company within twelve months after the date
the Plan is adopted. In the event that the Plan is not approved by the
shareholders, the Company will purchase, and the Participant will be required to
sell to the Company, all shares issued to date under the Plan from the
Participants at a price equal to the total Participant Contribution relating to
those shares, not to exceed the then current market value of the shares. This
obligation by the Company to buy and the obligation by the Participant to sell
will no longer be applicable after shareholder approval is obtained.
For those Participants who are Affiliates, their options for the purchase
of Common Stock will not be exercised until the Plan has received shareholder
approval. The Affiliates may accumulate funds in their Payroll Deduction Account
beginning with the first Offering Period subject to the normal provisions of the
Plan, but the funds will not be matched by the Company, nor will shares of
Common Stock be sold to the Affiliates on any Exercise Date until the first
Exercise Date after shareholder approval is obtained. If the Plan is not
approved by the shareholders, the Affiliates' funds accumulated in their Payroll
Deduction Account will be returned to them without any interest or earnings
thereon.
23. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
United States Securities Act of 1933, as amended, the Canada Business
Corporation Act, applicable securities laws, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance. As a
condition to the exercise of an option and the issuance of any shares of Common
Stock pursuant to the exercise, the Company will require the person exercising
such option to hold such shares in the Stock Account for a period of one (1)
year from the Exercise Date.
As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute, such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
24. Term of Plan. The Plan shall become effective February 1, 1996 subject
to its approval by the stockholders of the Company as specified in paragraph 22.
It shall continue in effect until August 9, 2010 unless sooner terminated under
paragraph 20.
25. No Rights Implied. Nothing contained in this Plan or any modification
or amendment to the Plan or in the creation of any Payroll Deduction Account,
Stock Account, or the execution of any participation election form, or the
issuance of any shares of Stock, shall give any Employee or Participant any
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right to continue employment, any legal or equitable right against the Employer
or Company or any officer, director, or Employee of the Employer or Company,
except as expressly provided by the Plan.
26. Severability. In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining provisions of the Plan, but shall be fully severable and
the Plan shall be construed and enforced as if the illegal or invalid provision
had never been included herein.
27. Notice. Any notice required to be given herein by the Employer, the
Company or the Board shall be deemed delivered, when (a) personally delivered,
or (b) placed in the United States mails, in an envelope addressed to the last
known address of the person to whom the notice is given.
28. Waiver of Notice. Any person entitled to notice under the Plan may
waive the notice.
29. Successors and Assigns. The Plan shall be binding upon all persons
entitled to purchase Common Stock under the Plan, their respective heirs,
legatees, and legal representatives upon the Employer, its successors and
assigns.
30. Headings. The titles and headings of the paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
31. Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of Texas
except to the extent Texas law is preempted by Federal statute. The obligation
of the Employer to sell and deliver Common Stock under the Plan is subject to
applicable laws and to the approval of any governmental authority required in
connection with the authorization, issuance, sale or delivery of such Common
Stock.
32. No Liability for Good Faith Determinations. Neither the members of the
Board nor any member of the committee (nor their delegates) shall be liable for
any act, omission, or determination taken or made in good faith with respect to
the Plan or any right to purchase shares of Common Stock granted under it, and
members of the Board and the committee (and their delegatees) shall be entitled
to indemnification and reimbursement by the Company in respect of any claim,
loss, damage, or expense (including attorneys' fees, the costs of settling any
suit, provided such settlement is approved by independent legal counsel selected
by the Company, and amounts paid in satisfaction of a judgment, except a
judgment based on a finding of bad faith) arising therefrom to the full extent
permitted by law and under any directors and officers liability or similar
insurance coverage that may from time to time be in effect.
33. Participating Employers. This Plan shall constitute the employee stock
purchase plan of each Subsidiary which shall adopt this Plan effective with
respect to each such Subsidiary upon the adoption thereof by official action of
its board of directors, or by other similar action.
12
IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been executed
this 5th day of January, 1996, effective as of February 1, 1996.
DENBURY RESOURCES INC.
By: /s/ Gareth Roberts
---------------------------------------
Gareth Roberts, President and CEO
ATTEST:
/s/ Phil Rykhoek
- -----------------------
Phil Rykhoek, Secretary
13
EXHIBIT A
DENBURY RESOURCES INC.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
I, ________________________, have read the attached explanation of the
Denbury Resources Inc. (the "Company") Employee Stock Purchase Plan. I have
decided: (check one)
_____ NOT to participate.
_____ TO PARTICIPATE. I wish to purchase that amount of
common stock that can be purchased with ______% of my
Compensation, as defined in the Plan, (select the
percentage of your compensation from 0% to 10%, in
increments of 1, that you elect to contribute).
_____ TO STOP my current payroll deductions.
Check (a) or (b):
In order to pay for the shares of Company common stock that I have elected
to purchase, I hereby agree to
(a) _____ tender by check or cash, or
(b) _____ authorize my Employer to deduct the percentage of my
Compensation that I specified above from my pay each
pay period while this election is in effect.
I understand that said payroll deductions or cash payment shall be
accumulated for the purchase of shares of Common Stock at the applicable
purchase price determined in accordance with the Stock Purchase Plan and that
the Company will make all required tax withholdings. I further understand that,
except as otherwise set forth in the Stock Purchase Plan, shares will be
purchased for me automatically on the Exercise Date of each Offering Period
unless I otherwise withdraw from the Offering Period or the Stock Purchase Plan.
I understand that if my employment with the Company terminates for any
reason prior to the next Exercise Date that all amounts credited to me in the
Payroll Deduction Account will be refunded as soon as administratively feasible
and my participation in the Stock Purchase Plan shall immediately terminate.
I understand that I must leave any shares of Common Stock of the Company
acquired pursuant to this Plan in the Stock Account for a period of one (1) year
from the Exercise Date, at which time I may request that the shares be delivered
to me to do with as I may desire. The Company's custody of my shares during this
one year period is for the sole purpose of enforcing the nontransferability of
EXHIBIT A - Page 1
the shares. I understand and release the Company, its agents and employees for
any liability relating to value fluctuations in my shares.
I have received a copy of the Company's most recent prospectus on Form S-8
that describes the Stock Purchase Plan and a copy of the complete Employee Stock
Purchase Plan. I understand that my participation in the Stock Purchase Plan is
in all respects subject to the terms of the Plan. I hereby agree to be bound by
the terms of the Stock Purchase Plan. The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Stock Purchase
Plan.
In the event of my death, I hereby designate the following as my
beneficiary to receive all payments and shares due me and not yet issued under
the Stock Purchase Plan (shares already issued but held in the Stock Account are
not subject to this beneficiary designation as these shares are already in your
name and subject to your will):
Name and Address of Beneficiary:
_________________________________
_________________________________
_________________________________
_________________________________
Relation to Participant:
_________________________________
Participant's Signature:
_________________________________
Date: __________________________
Name and Address of Participant:
_________________________________
_________________________________
_________________________________
_________________________________
Social Security Number of Participant:
_________________________________
EXHIBIT A - Page 2
EXHIBIT B
DENBURY RESOURCES INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
By signing this form, I hereby notify the Company that I withdraw from the
Offering Period, effective upon receipt of this Notice.
Pay to me as promptly as possible all amounts in my Payroll Deduction Account. I
understand and agree that by withdrawing from the Offering Period no further
payroll deductions will be made for the purchase of shares in such Offering
Period and that I may not participate in another Offering Period unless I
deliver to the Company a new Subscription Agreement during the next Election
Period. I further understand and agree that no further payroll deductions may be
made for the purchase of shares in the Offering Period, nor will any shares be
issued on my behalf at the Exercise Date and that any previously contributed
funds will be returned to me as soon as administratively feasible, without any
interest or matching funds thereon.
Name and Address of Participant:
_________________________________
_________________________________
_________________________________
_________________________________
Signature:
_________________________________
Date: ___________________________
EXHIBIT B - Page Solo