8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2008

Brigham Exploration Company
(Exact name of registrant as specified in its charter)

Delaware	001-34224	75-2692967
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6300 Bridgepoint Parkway Building Two, Suite 500 Austin, Texas	78730
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 427-3300

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

5.02(e)

Compensatory Arrangements

During 2008, Brigham Exploration Company, a Delaware corporation (the “Company”), undertook a review of its deferred compensation plans for compliance with Internal Revenue Code Section 409A (“Section 409A”), which was created as a result of the American Jobs Creation Act of 2004. The Company has amended certain of its plans and compensatory arrangements, as described below, as necessary to meet the requirements of Section 409A. These amendments affect various participants in the plans and arrangements, including each of the Company’s named executive officers listed in the Company’s proxy statement for its 2008 Annual Meeting of Stockholders: Ben M. Brigham (Chief Executive Officer, President, and Chairman of the Board), Eugene B. Shepherd, Jr. (Executive Vice President and Chief Financial Officer), Jeffrey E. Larson (Executive Vice President – Exploration), David T. Brigham (Executive Vice President – Land and Administration), and A. Lance Langford (Executive Vice President – Operations).

1997 Incentive Plan. The Company is authorized to make awards of restricted stock (“Restricted Stock”), non-qualified stock options (“NQ Options”), incentive stock options (“ISOs) and stock appreciation rights pursuant to an incentive plan, first established in 1997 and amended in 2004 (the “1997 Incentive Plan”). Effective December 19, 2008, the Board of Directors approved amendments clarifying the application of Section 409A which were set out in an amended and restated 1997 Incentive Plan. These amendments:

• clarify the definition of “Fair Market Value” to comply with Section 409A and to reflect the fact that the Nasdaq Stock Market is now a national securities exchange;

• provide that employees of subsidiaries not in the same controlled group with the Company may only participate in the 1997 Incentive Plan if the subsidiary for which they are performing services adopts the 1997 Incentive Plan; and

• clarify the circumstances under which ISOs, NQ Options and stock appreciation rights may be granted in accordance with Section 409A.

In addition to the above Section 409A related amendments, an additional amendment allows for transferability of a NQ Option to certain immediate family members or related entities of a participant in the 1997 Incentive Plan with the consent of the Board of Directors.

In addition to the amendments described above, the amended and restated 1997 Incentive Plan reflects a previous amendment regarding the maximum number of shares available under the 1997 Incentive Plan, which amendment was previously approved by stockholders at the June 3, 2004 Annual Meeting of Stockholders.

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The foregoing description of the amendments to the 1997 Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full 1997 Incentive Plan, as amended, which is filed as Exhibit 10.44 to this Form 8-K.

Restricted Stock Agreement. Effective December 19, 2008, the Board of Directors also approved amendments to the form of Restricted Stock Agreement (“Restricted Stock Agreement”) pursuant to which awards of Restricted Stock are made under the 1997 Incentive Plan, including awards made to the named executive officers. The Restricted Stock Agreement was amended to comply with Section 409A, and such amendments:

• provide for immediate vesting of unvested shares of Restricted Stock in the event of a participant’s involuntary termination in connection with a Fundamental Change (as defined in the Restricted Stock Agreement); and

• provide that no dividends or distributions will be payable on such immediately vested shares of Restricted Stock in the event of a participant’s involuntary termination in connection with a Fundamental Change.

Each of the named executive officers has entered into an amendment to his existing Restricted Stock Agreements which reflects the amendments made to the form of Restricted Stock Agreement. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full form of Restricted Stock Agreement, as amended, which is filed as Exhibit 10.45 to this Form 8-K.

Option Agreement (Non-Qualified Stock Option). Effective December 19, 2008, the Board of Directors also approved amendments to the form of option agreement for NQ Options (“Option Agreement (Non-Qualified Stock Option)”) pursuant to which awards of NQ Options are made under the 1997 Incentive Plan, including awards made to the named executive officers. The Option Agreement (Non-Qualified Stock Option) was amended to clarify the application of Section 409A, and such amendments:

• provide that the exercise price of a NQ Option may not be less than 100% of the Fair Market Value of a share of Common Stock as of the date of grant; and

• provide for limitations on the extensions of the exercise of NQ Options.

In addition to the above Section 409A related amendments, an additional amendment allows for transferability of a NQ Option in accordance with the 1997 Incentive Plan.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full form of Option Agreement (Non-Qualified Stock Option), as amended, which is filed as Exhibit 10.46 to this Form 8-K.

Option Agreement (Incentive Option). Effective December 19, 2008, the Board of Directors also approved amendments to the form of option agreement for ISOs (“Option Agreement (Incentive Option)”) pursuant to which awards of ISOs are made under the 1997

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Incentive Plan, including awards made to the named executive officers. The Option Agreement (Incentive Option) was amended to clarify the application of Internal Revenue Code Section 422, and such amendments:

• provide that the exercise price of an ISO may not be less than 100% of the Fair Market Value of a share of Common Stock as of the date of grant, and not less than 110% of the Fair Market Value if the optionee is a 10% shareholder; and

• provide certain timeframes within which an ISO may be exercised after termination of employment.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full form of Option Agreement (Incentive Option), which is filed as Exhibit 10.47 to this Form 8-K.

1997 Director Stock Option Plan. The Company is authorized to make awards of NQ Options to directors pursuant to the 1997 Director Stock Option Plan, first established in 1997 and amended in 2007 (“1997 Director Stock Option Plan”). Effective December 19, 2008, the Board of Directors approved amendments clarifying the application of Section 409A which were set out in an amended and restated 1997 Director Stock Option Plan. These amendments:

• clarify the definition of “Fair Market Value” to comply with Section 409A and to reflect the fact that the Nasdaq Stock Market is now a national securities exchange; and

• require adjustments made to NQ Options upon certain changes to the Common Stock to be made in accordance with Section 409A.

In addition to the above Section 409A related amendments, the amended and restated 1997 Director Stock Option Plan reflects a previous amendment regarding the extension of the termination date of the 1997 Director Stock Option Plan to March 4, 2017, which amendment was previously approved by stockholders at the May 31, 2007 Annual Meeting of Stockholders.

The foregoing description of the amendments to the 1997 Director Stock Option Plan does not purport to be complete and is qualified in its entirety by reference to the full 1997 Director Stock Option Plan, which is filed as Exhibit 10.48 to this Form 8-K.

Non-Qualified Stock Option Agreement. Effective December 19, 2008, the Board of Directors also approved amendments to the form of option agreement for NQ Options (“Nonqualified Stock Option Agreement”) pursuant to which NQ Options are granted to Directors, pursuant to the 1997 Director Stock Option Plan. The Nonqualified Stock Option Agreement was amended to clarify the application of Section 409A and such amendment:

• provides that the exercise price for NQ Options is equal to 100% of the Fair Market Value of a share of Common Stock as of the date of grant.

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In addition to the above Section 409A related amendment, additional amendments allow for transferability of a Director NQ Option with the consent of the Board of Directors and allows for exercise by transferees with the consent of the Board of Directors, and clarifies that exercises of NQ Options upon certain terminations of service cannot extend beyond the option period.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full form of Nonqualified Stock Option Agreement, which is filed as Exhibit 10.49 to this Form 8-K.

Change of Control Agreement. The Company has entered into a Change of Control Agreement (“Change of Control Agreement”) with certain named executive officers including Eugene B. Shepherd, Jr. (Executive Vice President and Chief Financial Officer), Jeffrey E. Larson (Executive Vice President – Exploration), David T. Brigham (Executive Vice President – Land and Administration), and A. Lance Langford (Executive Vice President – Operations) and certain other employees and may enter into Change of Control Agreements with certain other persons from time to time providing for certain compensatory arrangements upon the occurrence of a Change of Control of the Company (as defined in the Change of Control Agreement). Effective December 19, 2008, the Board approved amendments to the form of Change of Control Agreement to comply with Section 409A and such amendments:

• revise the timing of certain severance payments to be exempt from the provisions of Section 409A;

• provide participants who are participating in Company-maintained hospital, surgical, medical, or dental benefit plans with continuation of such benefits on the same terms as similarly-situated current employees until the date the participant obtains other employment, provided that such coverage is nontaxable to the participant or is otherwise exempt from Section 409A;

• limit the payment of legal fees to five years and provide that payment of such fees be made in accordance with Section 409A;

• clarify that vesting of unvested options in the event of a Change of Control shall be automatic;

• amend the definition of “Good Reason” to provide that the participant must notify the Company of a claim that Good Reason exists within certain time limitations in order to comply with Section 409A and to make certain other conforming changes;

• provide for an ordering rule for purposes of Golden Parachute Payments under Internal Revenue Code Sections 280G and 4999; and

• add a six-month delay rule if a participant is considered to be a Specified Employee entitled to receive a severance payment on account of a Separation from Service (as those terms are defined in Section 409A).

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Each of the named executive officers who are party to a Change of Control Agreement has entered into an amendment to his existing Change of Control Agreements which reflects the amendments made to the form of Change of Control Agreement. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full form of Amendment to the Change of Control Agreement, which is filed as Exhibit 10.50 to this Form 8-K.

Employment Agreement. The Company has entered into an Employment Agreement (“Employment Agreement”) with Ben M. Brigham, its Chief Executive Officer, President and Chairman of the Board. Effective December 19, 2008, the Board of Directors approved an Amendment to the Employment Agreement to comply with Section 409A which amendment was entered into by the Company and Mr. Brigham on December 23, 2008. Such amendment:

• requires that any bonus be paid no later than March 15 following the year in which the bonus is no longer subject to a Substantial Risk of Forfeiture (as such term is defined in Section 409A);

• requires that reimbursements of business expenses be paid no later than March 15 after the end of the calendar year in which the business expenses are incurred;

• amends the definition of Good Reason to provide that Mr. Brigham must notify the Company of a claim that Good Reason exists within certain time limitations in order to comply with Section 409A and to make certain other conforming changes;

• requires that the lump sum severance payments will be made upon a termination of employment which constitutes a Separation of Service (as such term is defined by Section 409A);

• provides that Mr. Brigham will be entitled to continuation of benefits under Company-maintained hospital, surgical, medical, or dental benefit plans on the same terms as similarly-situated current employees, provided that such coverage is nontaxable to Mr. Brigham or is otherwise exempt from Section 409A; and

• adds a six-month delay rule if Mr. Brigham is considered to be a Specified Employee entitled to receive a severance payment on account of a Separation from Service (as such terms are defined by Section 409A).

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full Amendment to the Employment Agreement, which is filed as Exhibit 10.51 to this Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 10.44 1997 Incentive Plan of Brigham Exploration Company (as amended effective January 1, 2009)

Exhibit 10.45 Form of Restricted Stock Agreement under the 1997 Incentive Plan of Brigham Exploration Company

Exhibit 10.46 Form of Option Agreement (Non-Qualified Stock Option) under the 1997 Incentive Plan of Brigham Exploration Company

Exhibit 10.47 Form of Option Agreement (Incentive Option) under the 1997 Incentive Plan of Brigham Exploration Company

Exhibit 10.48 Brigham Exploration Company 1997 Director Stock Option Plan (as amended effective January 1, 2009)

Exhibit 10.49 Form of Non-Qualified Stock Option Agreement under the 1997 Director Stock Option Plan

Exhibit 10.50 Form of Amendment to the Change of Control Agreement

Exhibit 10.51 Amendment to the Employment Agreement between the Company and Ben M. Brigham dated as of December 23, 2008

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BRIGHAM EXPLORATION COMPANY

Date: December 29, 2008

By:	/s/ DAVID T. BRIGHAM
	David T. Brigham
	Executive Vice President –Land and Administration

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INDEX TO EXHIBITS

Item Number Exhibit

10.44 1997 Incentive Plan of Brigham Exploration Company (as amended effective January 1, 2009)

10.45 Form of Restricted Stock Agreement under the 1997 Incentive Plan of Brigham Exploration Company

10.46 Form of Option Agreement (Non-Qualified Stock Option) under the 1997 Incentive Plan of Brigham Exploration Company

10.47 Form of Option Agreement (Incentive Option) under the 1997 Incentive Plan of Brigham Exploration Company

10.48 Brigham Exploration Company 1997 Director Stock Option Plan (as amended effective January 1, 2009)

10.49 Form of Non-Qualified Stock Option Agreement under the 1997 Director Stock Option Plan

10.50 Form of Amendment to the Change of Control Agreement

10.51 Amendment to the Employment Agreement between the Company and Ben M. Brigham dated as of December 23, 2008

EX-10.44

Exhibit 10.44

1997 INCENTIVE PLAN
of
BRIGHAM EXPLORATION COMPANY
(As Amended Effective January 1, 2009)

1. Plan. This 1997 Incentive Plan of Brigham Exploration Company (the “Plan”) was adopted by the Board of Directors of Brigham Exploration Company (the “Company”) to reward certain key employees of the Company and its consolidated subsidiaries by enabling them to acquire shares of Common Stock, par value $.01 per share, of the Company and/or to be compensated for individual performances.

2. Objectives. The Plan is designed to attract and retain key employees of the Company and its Subsidiaries (as hereinafter defined), to encourage the sense of proprietorship of such employees and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards (as hereinafter defined) under this Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in the growth and performance of the Company and its Subsidiaries.

3. Definitions. As used herein, the terms set forth below shall have the following respective meanings:

“Authorized Officer” means the Chairman of the Board or the Chief Executive Officer of the Company (or any other senior officer of the Company to whom either of them shall delegate the authority to execute any Award Agreement).

“Award” means the grant of any Option, SAR, Stock Award, Cash Award or Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

“Award Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and limitations applicable to an Award.

“Board” means the Board of Directors of the Company.

“Cash Award” means an award denominated in cash.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means such committee of the Board as is designated by the Board to administer the Plan.

“Common Stock” means the Common Stock, par value $.01 per share, of the Company.

“Company” means Brigham Exploration Company, a Delaware corporation.

“Dividend Equivalents” means, with respect to shares of Restricted Stock that are to be issued at the end of the Restriction Period, an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to stockholders of record during the Restriction Period on a like number of shares of Common Stock.

“Effective Date” has the meaning set forth in paragraph 18 hereof.

“Employee” means an employee of the Company or any of its Subsidiaries.

“Fair Market Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the mean between the highest and lowest sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if the Common Stock is not so listed, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by Pink OTC Markets Inc. (or its successor, or if Pink OTC Markets Inc. or its successor does not then exist, such over-the-counter quotation service as the Board shall determine), or (iii) if shares of Common Stock are not publicly traded, the most recent value determined in good faith by the Board using a “reasonable application of a reasonable valuation method” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

“Incentive Option” means an Option that is intended to comply with the requirements set forth in Section 422 of the Code.

“Nonqualified Stock Option” means an Option that is not an Incentive Option.

“Option” means a right to purchase a specified number of shares of Common Stock at a specified price.

“Participant” means an Employee to whom an Award has been made under this Plan.

“Performance Award” means an award made pursuant to this Plan to a Participant that is subject to the attainment of one or more Performance Goals.

“Performance Goal” means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

“Restricted Stock” means any Common Stock that is restricted or subject to forfeiture provisions.

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“Restriction Period” means a period of time beginning as of the date upon which an Award of Restricted Stock is made pursuant to this Plan and ending as of the date upon which the Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

“SAR” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value or other specified valuation of a specified number of shares of Common Stock on the date the right is exercised over a specified strike price, in each case, as determined by the Committee.

“Stock Award” means an award in the form of shares of Common Stock or units denominated in shares of Common Stock.

“Subsidiary” means (i) in the case of a corporation, any corporation in which the Company directly or indirectly owns shares representing more than 50% of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns more than 50% of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).

4. Eligibility. Employees eligible for Awards under this Plan are those key Employees who hold positions of responsibility and whose performance, in the judgment of the Committee, can have a significant effect on the success of the Company and its Subsidiaries. Notwithstanding the foregoing, Employees that provide services to Subsidiaries that are not considered a single employer with the Company under Code Section 414(b) or Code Section 414(c) shall not be eligible to receive Awards which are subject to Code Section 409A until the Subsidiary adopts this Plan as a participating employer in accordance with Section 20.

5. Common Stock Available for Awards. Subject to the provisions of paragraph 14 hereof, there shall be available for Awards under this Plan granted wholly or partly in Common Stock (including rights or options that may be exercised for or settled in Common Stock) an aggregate number of shares of Common Stock equal to the lesser of (a) 5,915,414 or (ii) 15% percent of the total number of shares of Common Stock outstanding from time to time. The number of shares of Common Stock that are the subject of Awards under this Plan, that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or in a manner such that all or some of the shares covered by an Award are not issued to a Participant or are exchanged for Awards that do not involve Common Stock, shall again immediately become available for Awards hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

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6. Administration.

(a) This Plan shall be administered by the Committee.

(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. The Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restrictions or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is either (i) not adverse to the Participant to whom such Award was granted or (ii) consented to by such Participant; provided, however, that no such exercise of discretion by the Committee shall cause an Award to fail to satisfy the requirements of Code Section 409A. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further the Plan purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

(c) No member of the Committee or officer of the Company shall be liable for anything done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

7. Delegation of Authority. The Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish.

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8. Awards. The Committee shall determine the type or types of Awards to be made under this Plan and shall designate from time to time the Employees who are to be the recipients of such Awards. The Committee shall review and consider the recommendations of the President of the Company as to such Awards. Awards shall become effective only upon and after approval by the Committee. Each Award may be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion and shall be signed by the Participant to whom the Award is made and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed in this paragraph 8 hereof and may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. Any provision of this Plan to the contrary notwithstanding, the maximum number of shares of Common Stock for which Options and SARs may be granted under the Plan to any one Employee during a calendar year is 500,000. An Award may provide for the grant or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award granted to a Participant. All or part of an Award may be subject to conditions established by the Committee, which may include, but are not limited to, continuous service with the Company and its Subsidiaries, achievement of specific business objectives, increases in specified indices, attainment of specified growth rates and other comparable measurements of performance. Upon the termination of employment by a Participant, any unexercised, deferred, unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement.

(a) Option. An Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of an Incentive Option or a Nonqualified Stock Option. The maximum number of shares of Common Stock with respect to which any Option may be granted to an Employee hereunder is the number of shares available for Awards, pursuant to paragraph 5 hereof, at the time such Option is granted. Subject to the provisions of this Plan, the terms, conditions and limitations applicable to any Options awarded pursuant to this Plan, including the term of any Options and the date or dates upon which they become exercisable, shall be determined by the Committee.

(i) Nonqualified Stock Option. A Nonqualified Stock Option may be granted only to Employees of the Company or a corporation or other entity in a chain of corporations and/or other entities in which the Company, directly or indirectly, has a “controlling interest” within the meaning of Treasury Regulation Section 1.414(c)-2(b)(2)(i), but using the threshold of 50% ownership wherever 80% appears. The price at which shares of Common Stock may be purchased upon the exercise of a Nonqualified Stock Option shall be such amount as shall be determined by the Committee, but not less than 100% of the Fair Market Value of the Common Stock on the date of grant.

(ii) Incentive Option. An Incentive Option may be granted only to Employees of the Company or a “subsidiary corporation” of the Company, as such term is defined in Code Section 424(f). The price at which shares of Common Stock may be purchased upon the exercise of any Incentive Option shall be not less than 100% of the Fair Market Value of the Common Stock on the date of grant and such Incentive Option must not be exercisable after the expiration of ten years from the date such Option is granted, except that with respect to Incentive Options granted to any Participant who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the exercise price shall be not less than 110% of the Fair Market Value of the Common Stock on the date of grant and such Incentive Option must not be exercisable after the expiration of five years from the date such Option is granted. To the extent the aggregate Fair Market Value (determined as of the dates the respective Incentive Options are granted) of Common Stock with respect to which Incentive Options are exercisable for the first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary corporations exceeds $100,000, such excess Incentive Options shall be treated as options that do not constitute Incentive Options.

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(b) Stock Appreciation Right. An Award may be in the form of an SAR. An SAR may be granted only to Employees of the Company or a corporation or other entity in a chain of corporations and/or other entities in which the Company, directly or indirectly, has a “controlling interest” within the meaning of Treasury Regulation Section 1.414(c)-2(b)(2)(i), but using the threshold of 50% ownership wherever 80% appears. The other terms, conditions and limitations applicable to any SARs awarded pursuant to this Plan, including the term of any SARs and the date or dates upon which they become exercisable, shall be determined by the Committee. The exercise price of an SAR shall be such amount as shall be determined by the Committee, but not less than 100% of the Fair Market Value of the Common Stock on the date of grant.

(c) Stock Award. An Award may be in the form of a Stock Award. Stock Awards may be payable in shares of Common Stock or Restricted Stock. The terms, conditions and limitations, including any Restriction Period, applicable to any Stock Awards granted pursuant to this Plan shall be determined by the Committee.

(d) Cash Award. An Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to any Cash Awards granted pursuant to this Plan shall be determined by the Committee.

(e) Performance Award. Without limiting the type or number of Awards that may be made under the other provisions of this Plan, an Award may be in the form of a Performance Award. A Performance Award shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee.

9. Payment of Awards.

(a) General. Payment of Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions on transfer and forfeiture provisions. If payment of an Award is made in the form of Restricted Stock, the Award Agreement relating to such shares shall specify whether they are to be issued at the beginning or end of the Restriction Period. In the event that shares of Restricted Stock are to be issued at the beginning of the Restriction Period, the certificates evidencing such shares (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms and conditions of the restrictions applicable thereto. In the event that shares of Restricted Stock are to be issued at the end of the Restriction Period, the right to receive such shares shall be evidenced by book entry registration or in such other manner as the Committee may determine.

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(b) Dividends and Interest. Rights to dividends or Dividend Equivalents may be extended to and made part of any Award consisting of shares of Common Stock or units denominated in shares of Common Stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and Dividend Equivalents for Awards consisting of shares of Common Stock or units denominated in shares of Common Stock.

(c) Substitution of Awards. At the discretion of the Committee, a Participant may be offered an election to substitute an Award for another Award or Awards of the same or different type; provided, however, that such substitution shall be effective only to the extent that it will not cause an Award that is designed to satisfy Section 409A of the Code to fail to satisfy such section.

10. Stock Option Exercise. The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if elected by the optionee and to the extent permitted by the optionee’s Award Agreement, the optionee may purchase such shares by means of tendering Common Stock or surrendering another Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for Participants to tender Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are tendered as consideration for the exercise of an Option, a number of the shares issued upon the exercise of the Option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee. In addition, the Committee, at its sole discretion, may provide for loans, on either a short-term or demand basis, from the Company to a Participant to permit the payment of the exercise price of an Option.

11. Tax Withholding. The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes, including, withholding from other amounts payable to or with respect to the Participant by the Company. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made. The Committee may provide for loans, on either a short-term or demand basis, from the Company to a Participant to permit the payment of taxes required by law.

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12. Amendment, Modification, Suspension or Termination. The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant.

13. Transferability.

(a) Except as provided in subsection (c) below, an Option shall be exercisable only by the Participant during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution.

(b) Except as provided in subsection (c) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.

(c) Except as otherwise provided in the Award Agreement and subject to the consent of the Committee, a Nonqualified Stock Option may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities on such terms and conditions as the Committee may from time to time establish.

14. Adjustments.

(a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

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(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, then (i) the number of shares of Common Stock reserved under this Plan, (ii) the number of shares of Common Stock covered by outstanding Awards in the form of Common Stock or units denominated in Common Stock, (iii) the exercise or other price in respect of such Awards and (iv) the appropriate Fair Market Value and other price determinations for such Awards shall each be proportionately and equitably adjusted by the Board to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Board shall make appropriate and equitable adjustments to (i) the number of shares of Common Stock covered by Awards in the form of Common Stock or units denominated in Common Stock, (ii) the exercise or other price in respect of such Awards and (iii) the appropriate Fair Market Value and other price determinations for such Awards, to give effect to such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without exceeding, the value of such Awards. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board shall be authorized to issue or assume Awards by means of substitution of new Awards, as appropriate, for previously issued Awards or to assume previously issued Awards as part of such adjustment. Notwithstanding the foregoing, outstanding Incentive Options shall be adjusted only in accordance with Sections 422 and 424 of the Code and the regulations thereunder, and outstanding Nonqualified Stock Options and SARs shall be adjusted only in accordance with Section 409A of the Code and the regulations thereunder.

15. Restrictions. No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

16. Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board, the Committee or any officer or other employee of the Company be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the Company, the Board, the Committee or any other officer or other employee of the Company shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

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17. Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.

18. Effectiveness. This Plan shall be effective as of February 26, 1997, (the “Effective Date”), the date on which it was approved by the Board of Directors of the Company. Notwithstanding the foregoing, the ability of the Company to issue any Incentive Options under this Plan is expressly conditioned upon the approval of the Plan by the holders of a majority of shares of Common Stock before the first anniversary of the Effective Date. If the Stockholders of the Company should fail to so approve this Plan prior to such date, the Company’s ability to issue Incentive Options under this Plan shall terminate and cease to be of any further force or effect and any and all grants of Incentive Options hereunder shall be null and void.

19. Code Section 409A. Notwithstanding any other provision of the Plan to the contrary, any Award subject to Code Section 409A is intended to satisfy the application of Code Section 409A to the Award and the terms of the Award shall be interpreted in a manner consistent with such intent.

20. Adoption by Subsidiaries. With the consent of the Committee, any Subsidiary that is not considered a single employer with the Company under Code Section 414(b) or Code Section 414(c) may adopt the Plan for the benefit of its Employees by written instrument delivered to the Committee before the grant to such Subsidiary’s Employees under the Plan of any Award subject to Code Section 409A.

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EX-10.45

Exhibit 10.45

BRIGHAM EXPLORATION COMPANY

1997 INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, made as of the  _____  day of  _____, 20  _____, by and between BRIGHAM EXPLORATION COMPANY, a Delaware corporation (the “Company”), and  _____  (“Employee”);

W I T N E S S E T H:

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”), acting under the Company’s 1997 Incentive Plan, as amended (the “Plan”), has determined that it is desirable to award shares of restricted stock to Employee under the Plan; and

WHEREAS, pursuant to the Plan, the Committee has determined that the shares of restricted stock so awarded shall be subject to the restrictions, terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Plan Provisions. Capitalized terms used and not otherwise defined herein shall have the respective meanings given such terms in the Plan. By execution of this Agreement, Employee agrees that the Restricted Stock covered hereby shall be governed by and subject to all applicable provisions of the Plan. This Agreement is subject to the Plan, and the Plan shall govern where there is any inconsistency between the Plan and this Agreement.

2. Restricted Stock. On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby makes to Employee, and Employee hereby accepts, the awards of Restricted Stock (each such issuance is herein called an “Award”) set forth on Exhibit A hereto, which awards are being issued by the Company pursuant to the Plan. The number of shares of Restricted Stock of each Award covered hereby (the “Restricted Shares”), the date of issuance of such shares (the “Issue Date”), and the Restricted Period applicable to such shares, including the date on which such Restricted Period is scheduled to terminate (the “Scheduled Termination Date”), are set forth on Exhibit A attached hereto. A certificate or certificates representing the Restricted Shares shall be issued in the name of Employee as of the applicable Issue Date and delivered to Employee on such Issue Date or as soon thereafter as practicable. Employee shall cause the certificate(s) representing the Restricted Shares, upon receipt thereof by Employee, to be deposited, together with stock powers and any other instrument of transfer reasonably requested by the Company duly endorsed in blank, with the Company, to be held by the Company in escrow for Employee’s benefit until such time as any Restricted Shares represented by such certificate(s) are forfeited to the Company or the restrictions thereon terminate. Restricted Shares shall be delivered to Employee upon vesting or assigned and transferred to and reacquired by the Company upon forfeiture, as hereinafter set forth.

3. Vesting/Forfeiture.

(a) Subject to Sections 3(b), 3(c) and 3(d), with respect to each Award of Restricted Shares to Employee, the Restricted Shares subject to such Award shall be forfeited to the Company at no cost to the Company if Employee’s employment with the Company or a subsidiary of the Company terminates prior to the termination of the Restricted Period applicable to such Restricted Shares.

(b) Upon Employee’s termination of employment during the Restricted Period due to death during the Restricted Period, then, the Awards covered hereby that have not vested shall be deemed to have vested as of the date of the Employee’s death and the Restricted Period applicable to such shares shall terminate.

(c) Upon (i) Employee’s termination of employment during the Restricted Period due to Disability (as defined below), or (ii) the involuntary termination of Employee’s employment with the Company and its subsidiaries by action of the Company (or its subsidiary, if Employee is employed by a subsidiary of the Company) during the Restricted Period for reasons other than Just Cause (as defined below) (each, a “Termination Event”), then, with respect to the Award covered hereby with the earliest Scheduled Termination Date after such Termination Event, (A) a ratable portion of the number of Restricted Shares applicable to such Scheduled Termination Date (the “Next Vested Shares”) shall be deemed to have vested as of the date of such Termination Event, determined by multiplying the number of Next Vested Shares by a fraction with a numerator equal to the number of full months which have then elapsed since the last date of termination of a Restricted Period pursuant to this Agreement (or Issue Date in the event that no shares had previously vested) and a denominator equal to the total number of months between the last date of termination of a Restricted Period pursuant to this Agreement (or Issue Date in the event that no shares had previously vested) and the next Scheduled Termination Date under this Agreement, and rounding to the closest whole number, and (B) the Restricted Period applicable to such ratable portion of Next Vested Shares shall terminate.

(d) If either (1) Ben M. Brigham is no longer both the Chief Executive Officer and Chairman of the Board of the Company, or (2) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, or any “Person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), becomes the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate forty-nine percent (49%) or more of either the then outstanding shares of Common Stock of the Company or the voting power of the Company, in either such case (each of the events described in (1) and (2) above being referred to herein as a “Fundamental Change”), and Recipient’s employment with the Company is involuntarily terminated within two (2) years of such Fundamental Change, then immediately upon such termination, the Restricted Shares covered hereby that have not vested shall vest as of such date and the Restricted Period applicable to such Restricted Shares shall terminate. In the event that within two (2) years of a Fundamental Change Employee’s job responsibilities are substantially reduced, his annual salary is reduced, or he is required to move his office location more than 30 miles from its existing location, and Employee terminates his employment due to such reduction or required move within 15 days of such reduction or the announcement of the required move, then Employee shall be deemed to have been involuntarily terminated for purposes of this paragraph, and immediately upon such termination, the Restricted Shares covered hereby that have not vested shall vest as of such date and the Restricted Period applicable to such Restricted Shares shall terminate.

(e) Unless and until Restricted Shares are delivered to Employee upon vesting, such Restricted Shares shall not be sold, assigned, transferred, discounted, exchanged, pledged, or otherwise encumbered or disposed of by Employee in any manner. Transfer of employment without interruption of service between or among the Company and any of its subsidiaries shall not be considered a termination of employment.

(f) With respect to each Award of Restricted Shares to Employee, upon the termination of the Restricted Period applicable to such shares, the restrictions applicable to the Restricted Shares that have not theretofore been forfeited shall terminate, and as soon as practicable thereafter a stock certificate for the number of Restricted Shares with respect to which the restrictions have terminated, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered, free of all such restrictions, to Employee or Employee’s beneficiary or estate, as the case may be.

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(g) Notwithstanding anything contained herein to the contrary, the Committee shall have the right to cancel all or any portion of any outstanding restrictions prior to the termination of such restrictions with respect to any or all of the Restricted Shares on such terms and conditions as the Committee may, in writing, deem appropriate.

(h) For purposes of this Agreement, the following terms shall have the indicated meanings:

Disability: The “Disability” of Employee shall be deemed to have occurred if, in the good faith judgment of the Committee, Employee shall become unable to continue the proper performance of Employee’s duties as an employee of the Company or a subsidiary thereof on a full-time basis as a result of Employee’s physical or mental incapacity.

Just Cause: The term “Just Cause” shall mean any of the following: (i) conduct by Employee that constitutes willful misconduct or gross negligence in the performance of his duties; (ii) conduct by the Employee that constitutes fraud, dishonesty, or a criminal act, whether or not with respect to the Company; (iii) embezzlement of funds or misappropriation of other property by Employee, (iv) any act or conduct by Employee that, in the good faith opinion of the Board of Directors or the President of the Company, is materially detrimental to the Company or reflects unfavorably on the Company or the Employee to such an extent that the Company’s best interests reasonably require the Employee’s discharge.

4. Rights as Stockholder. Upon the issuance of a certificate or certificates representing any Restricted Shares to Employee, Employee shall become the owner thereof for all purposes and shall have all rights as a stockholder, including voting rights and the right to receive dividends and distributions, with respect to such Restricted Shares, subject to the provisions hereof. If the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization or otherwise, with respect to the shares of Common Stock constituting Restricted Shares, then the Company shall pay or make such dividend or other distribution with respect to such Restricted Shares; provided, however, that the cash, stock or other securities and other property constituting such dividend or other distribution shall be held by the Company subject to the restrictions applicable to the Restricted Shares until such Restricted Shares with respect to which such dividend or other distribution was paid or made are either vested or forfeited; provided further, that no dividend or other distribution shall be payable upon the vesting of Restricted Shares in accordance with Section 3(d). If any Restricted Shares with respect to which such dividend or distribution was paid or made do not vest but instead are forfeited pursuant to the provisions hereof, then Employee shall not be entitled to receive such dividend or distribution with respect to such forfeited shares and such dividend or distribution with respect to such forfeited shares shall likewise be forfeited and automatically transferred to and reacquired by the Company. If any Restricted Shares with respect to which such dividend or distribution was paid or made vest in accordance with Section 3(d), then Employee shall not be entitled to receive such dividend or distribution with respect to such Restricted Shares and such dividend or distribution with respect to such Restricted Shares shall be forfeited and automatically transferred to and reacquired by the Company. If any Restricted Shares with respect to which such dividend or distribution was paid or made become vested pursuant to the provisions hereof other than Section 3(d), then Employee shall be entitled to receive such dividend or distribution with respect to such vested shares, without interest, and such dividend or distribution with respect to such vested shares shall likewise be delivered to Employee. Any amount payable pursuant to the preceding sentence shall be paid to the Employee as soon as administratively practicable but no later than the March 15^th following the end of the calendar year in which the right to such payment is no longer subject to a substantial risk of forfeiture under Section 409A of the Internal Revenue Code.

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5. Withholding Taxes.

(a) With respect to each Award of shares of Restricted Stock to Employee, Employee may elect, within 30 days of the Issue Date of such shares and on notice to the Company, to realize income for federal income tax purposes equal to the fair market value of the shares on the Issue Date. In such event, Employee shall make arrangements satisfactory to the Compensation Committee to pay in the year of the Award any federal, state, or local taxes required to be withheld with respect to such shares. If Employee fails to make such payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or its subsidiaries to or with respect to Employee, whether or not pursuant to this Agreement or the Plan and regardless of the form of payment, any federal, state, or local taxes of any kind required by law to be withheld with respect to such shares.

(b) (i) No later than the date of the termination of the restrictions on any of the shares of Restricted Stock covered hereby, Employee will pay to the Company or its subsidiaries, or make arrangements satisfactory to the Compensation Committee regarding payment of, any statutory minimum taxes required by law to be withheld with respect to the shares of Restricted Stock with respect to which such restrictions have terminated.

(ii) The Company may elect to allow Employee, to the extent permitted by law, to deliver to the Company or its subsidiaries shares of Restricted Stock to which Employee shall be entitled upon the vesting thereof (or other unrestricted shares of Common Stock owned by Employee), valued at the fair market value of such shares at the time of such delivery to the Company or its subsidiaries, to satisfy the obligation of Employee under Section 5(b)(i) hereof.

(iii) Any provision of this Agreement to the contrary notwithstanding, if Employee does not otherwise satisfy the obligation of Employee under Section 5(b)(i) hereof, then the Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due from the Company or its subsidiaries to or with respect to Employee, whether or not pursuant to this Agreement or the Plan and regardless of the form of payment, any federal, state, or local taxes of any kind required by law to be withheld with respect to the shares of Restricted Stock with respect to which the restrictions on the Restricted Stock have terminated.

6. Legend. Each certificate representing shares of Restricted Stock covered hereby shall conspicuously set forth on the face or back thereof, in addition to any legends required by applicable law or other agreement, a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ASSIGNED AND TRANSFERRED TO THE RECORD HOLDER HEREOF PURSUANT TO THE TERMS OF THE BRIGHAM EXPLORATION COMPANY 1997 INCENTIVE PLAN AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED, OR OTHERWISE ENCUMBERED OR DISPOSED OF IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF THE AGREEMENT EMBODYING THE AWARD OF SUCH SHARES DATED                    , 20 _____. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICES OF THE CORPORATION.

7. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns; provided, however, that Employee shall not assign or otherwise transfer this Agreement or any of Employee’s rights or obligations hereunder.

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9. Entire Agreement; Amendment. This Agreement, together with the exhibits hereto and any other writings referred to herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter hereof. To the fullest extent provided by applicable law, this Agreement may be amended, modified, and supplemented by mutual consent of the parties hereto at any time, with respect to any of the terms contained herein, in such manner as may be agreed upon in writing by such parties.

10. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given:

(a) If to the Company, when delivered by hand or on the third business day after being deposited in the United States mail (certified mail with postage prepaid) to:

Brigham Exploration Company
6300 Bridge Point Parkway
Building 2, Suite 500
Austin, Texas 78730
Attention: Vice President Administration

(b) If to Employee, when delivered by hand or on the third business day after being deposited in the United States mail (certified mail with postage prepaid) to the address for Employee contained in the Company’s records.

Either party may at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.

11. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, the parties hereto.

IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first above written.

BRIGHAM EXPLORATION COMPANY
By:
	Name:	Ben M. Brigham
	Title:	President and CEO
EMPLOYEE

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EXHIBIT A

RESTRICTED STOCK AWARDS

	Number of
	Shares of Restricted		Duration of	Scheduled
Award	Stock	Issue Date	Restricted Period	Termination Date
1.			Commencing on __________ and ending at 12:01 AM on __________	12:01 AM on
2.			Commencing on __________ and ending at 12:01 AM on __________	12:01 AM on
3.			Commencing on __________ and ending at 12:01 AM on __________	12:01 AM on
4.			Commencing on __________ and ending at 12:01 AM on __________	12:01 AM on
5.			Commencing on __________ and ending at 12:01 AM on __________	12:01 AM on

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EX-10.46

Exhibit 10.46

OPTION AGREEMENT

1997 Incentive Plan of Brigham Exploration Company
(Non-Qualified Stock Option)

This Option Agreement (“Agreement”), made and entered into as of                     , 20  _____, is by and between Brigham Exploration Company, a Delaware corporation (the “Company”), and                                          (the “Optionee”).

WITNESSETH:

WHEREAS, the 1997 Incentive Plan of Brigham Exploration Company (“Plan”) was adopted by the Company, effective as of February 26, 1997 (“Plan Date”), for certain employees of the Company and its Subsidiaries;

WHEREAS, the Optionee is eligible to participate in the Plan and the Committee has approved the grant to Optionee of an option to purchase shares of Common Stock, par value $.01 per share, of the Company (“Shares”) pursuant to the Plan and upon the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and Optionee hereby agree as follows:

1. Certain Definitions. Terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to such terms in the Plan; and the following terms shall have the following meanings:

“Companies” means the Company and any of its Subsidiaries.

“Expiration Date” means 6:00 P.M., Austin, Texas time, on                     , 20 _____.

2. Grant of Option. Subject to the terms, conditions and provisions of the Plan and those hereinafter set forth, the Company hereby irrevocably grants to the Optionee a Nonqualified Stock Option (the “Option”) to purchase                      Shares, subject to adjustment in accordance with the provisions of Section 7 of this Agreement. This Option is a nonqualified stock option and shall not be treated as an incentive stock option under Section 422 of the Code.

3. Option Price. The price to be paid by Optionee to the Company for each Share purchased pursuant to the exercise of this Option (“Option Price”) shall be $                     per share, such Option Price being not less than 100% of the Fair Market Value of a share of Common Stock as of the date of grant; provided, however, that the Option Price shall be subject to adjustment in accordance with the provisions of Section 7 of this Agreement.

4. Vesting of Right to Exercise Option.

(a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest as to 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                     , 20 _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                     , 20  _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                     , 20  _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                     , 20  _____, and shall be fully vested on                     , 20  _____. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee’s rights have vested.

(b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires.

(c) If Optionee’s employment by the Companies is terminated on account of fraud or dishonesty or other acts which the Board has determined are materially detrimental to the interests of the Company, the Option shall automatically terminate as of the date of such termination and this Option, including any portion which has vested, shall be forfeited.

(d) If Optionee’s employment by the Companies terminates voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within 90 days after such termination (but not after the date of expiration of this Option), and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee’s employment.

(e) In the event of Optionee’s death or disability prior to termination of employment (or within the additional 90-day period provided by Section 4(d) hereof), this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee, as the case may be, but only (i) within the one-year period following the date of death or disability (but not after the date of expiration of this Option), and (ii) to purchase the number of Shares that could be purchased upon exercise of this Option at the time of such death or disability.

(f) For purposes of subsection (d) and (e), if this Option shall not have fully vested as of the date of termination of Optionee’s employment by the Company (but not in the case of a voluntary termination by Optionee) or as of the date of the Optionee’s death or disability, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (or death or disability), determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date (or grant date in the event that no shares had previously vested) and a denominator equal to the total number of months between the last vesting date (or grant date in the event that no shares had previously vested) and the next scheduled vesting date, and rounding to the closest whole number.

5. Restrictions on Exercise. The right to exercise the Option shall be subject to the following restrictions:

(a) Vesting. Optionee shall have no right to exercise this Option to purchase any Shares for which Optionee’s rights have not yet vested in accordance with Section 4.

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(b) No Fractional Shares. The Option may be exercised only with respect to full Shares.

(c) Compliance with Law. The Option may not be exercised in whole or in part, and no Shares shall be issued nor certificates representing such Shares (if any) delivered pursuant to any exercise of the Option, if any requisite approval or consent of any governmental authority of any kind having jurisdiction over the exercise of options or the issuance and sale of Shares shall not have been obtained or if such exercise or issuance would violate any applicable law; provided, however, that the period during which the Option may be exercised shall not be extended more than 30 days after the exercise of the Option first would no longer violate applicable law.

(d) Exercise by Optionee. The Option shall only be exercisable by the Optionee and by any transferee who has received such Option pursuant to Section 9.

6. Exercise of Option.

(a) Subject to the other terms and provisions of this Agreement, the Option shall be exercisable by written notice timely given to the Company by the Optionee (the “Exercise Notice”), which notice (i) shall state the number of Shares that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in full of the Option Price for each of such Shares. Unless the Company and Optionee shall have made mutually acceptable alternative arrangements, payment of the Option Price shall be made in cash or by surrender of Shares owned by the Optionee (the “Payment Shares”), the aggregate Fair Market Value of which shall be credited against the Option Price.

(b) The Company’s obligation to issue and transfer Shares upon the exercise of this Option shall be conditioned on Optionee’s payment to the Company of an amount in cash equal to applicable withholding taxes, if any, due in connection with the exercise of this Option; provided, however, that with the consent of the Company, Optionee may satisfy any tax withholding obligation in connection with the exercise of this Option by (i) surrendering Shares owned by the Optionee to the Company or (ii) having the Company withhold from Shares otherwise deliverable to Optionee upon exercise of this Option. Any Shares surrendered or withheld to satisfy Optionee’s tax withholding obligation shall be valued at Fair Market Value as of the date of surrender or withholding of such Shares.

7. Recapitalization or Reorganization; Adjustments.

(a) The existence of this Option shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issuance of additional securities by the Company with priority over Shares or otherwise affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

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(b) If as a result of any merger or acquisition transaction involving the Company or any transaction involving the issuance or redemption of equity interests in the Company, more than fifty percent (50%) of such equity interests is owned by parties other than those listed on Exhibit A attached hereto (such event is referred to herein as a “Fundamental Change”), then immediately before the consummation of the Fundamental Change, any portion of the Option which has not then vested shall become vested, so that the Optionee shall have an opportunity to exercise the Option prior to the consummation of the Fundamental Change. The Company shall provide to Optionee at least 30 days’ notice of any pending Fundamental Change during which period Optionee may elect to exercise the Option effective immediately before consummation of such Fundamental Change.

(c) If the Company subdivides its outstanding Shares into a greater number of Shares, the Option Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Shares then subject to the Option shall be proportionately increased. Conversely, if the outstanding number of Shares of the Company are combined into a smaller number of Shares, the Option Price in effect immediately prior to such combination shall be proportionately increased, and the number of Shares then subject to the Option shall be proportionately reduced.

8. Termination of Option. Unless terminated earlier pursuant to Section 4 hereof, this Option shall terminate upon the first to occur of the (i) the Expiration Date, or (ii) the date on which Optionee purchases, or in writing surrenders his right to purchase, all Shares or other securities then subject to the Option.

9. Restriction on Transfer of Option. The Option may not be sold, assigned, hypothecated or transferred, except by will or pursuant to the laws of descent and distribution or in accordance with the provisions of the Plan. Any attempted transfer of the Option in violation of this provision shall be void and of no effect whatsoever.

10. Rights as a Shareholder. Optionee shall have no rights as a shareholder of the Company with respect to any Shares covered by the Option until the exercise of the Option.

11. Additional Documents. The Company and the Optionee will, upon request of the other party, promptly execute and deliver all additional documents, and take all such further action, reasonably deemed by such party to be necessary, appropriate or desirable to complete and evidence the sale, assignment and transfer of the Shares pursuant to this Agreement.

12. Representations, Warranties and Covenants of Optionee.

(a) The Optionee acknowledges that the Option has not been registered under the Securities Act of 1933 or applicable state securities laws on the grounds that the issuance of the Option is exempt from registration under one or more provisions of each of such acts. The Optionee further understands that in determining the availability and applicability of such exemptions and in executing and delivering this Agreement and issuing and delivering any Shares upon exercise of the Option, the Company has relied and will rely upon the representations, warranties and covenants made by the Optionee herein and in any other documents which he may hereafter deliver to the Company. Accordingly, the Optionee represents and warrants to and covenants and agrees with the Company that the Optionee is acquiring and will hold the Option for his own account for investment and not with a view to any sale or distribution of all or any part thereof.

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(b) The Optionee agrees (i) that the certificates representing the Shares or other securities purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Shares or other securities purchased under this Option on the transfer records of the Company unless the Company is provided with an opinion of counsel in form and substance satisfactory to the Company confirming that such proposed transfer would not constitute a violation of any applicable securities laws, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares or other securities purchased under this Option.

(c) Optionee acknowledges that the value of the Option over its life will be speculative and uncertain, that there is no market for the Option and it is unlikely that any market will develop, and consequently, the Optionee may ultimately realize no value from the Option.

13. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given on the earlier of the date of receipt by the party to whom the notice is given or five (5) days after being mailed by certified or registered United States mail, postage prepaid, addressed to the appropriate party at the address shown beside such party’s signature below or at such other address as such party shall have theretofore designated by written notice given to the other party.

14. Entirety and Modification. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, between such parties relating to such subject matter. No modification, alteration, amendment or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced.

15. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible, and such provision shall be deemed inoperative to the extent it is unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law.

16. Gender. Words used in this Agreement which refer to Optionee and denote the male gender shall also be deemed to include the female gender or the neuter gender when appropriate.

17. Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenient reference only and shall not be construed to enlarge, diminish or otherwise change the express provisions hereof.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of law).

19. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

	BRIGHAM EXPLORATION COMPANY
6300 Bridge Point Pkwy. Building Two, Suite 500
Austin, Texas 78730	By:
		Ben M. Brigham, President / CEO
	OPTIONEE
[INSERT OPTIONEE’S ADDRESS]
	Name:

6

EXHIBIT A

BRIGHAM EXPLORATION COMPANY, A Delaware corporation

BRIGHAM OIL & GAS, L.P., A Delaware limited partnership

BRIGHAM, INC. (f/k/a Brigham Exploration Company), a Nevada corporation

BEN M. BRIGHAM

ANNE L. BRIGHAM

HAROLD D. CARTER

CREDIT SUISSE FIRST BOSTON (USA), INC.

7

EX-10.47

Exhibit 10.47

OPTION AGREEMENT

1997 Incentive Plan of Brigham Exploration Company
(Incentive Option)

This Option Agreement (“Agreement”), made and entered into as of                                         , 20  _____, is by and between Brigham Exploration Company, a Delaware corporation (the “Company”), and                                          (the “Optionee”).

WITNESSETH:

WHEREAS, the 1997 Incentive Plan of Brigham Exploration Company (“Plan”) was adopted by the Company, effective as of February 26, 1997 (“Plan Date”), for certain employees of the Company and its Subsidiaries;

WHEREAS, the Optionee is eligible to participate in the Plan and the Committee has approved the grant to Optionee of an option to purchase shares of Common Stock, par value $.01 per share, of the Company (“Shares”) pursuant to the Plan and upon the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and Optionee hereby agree as follows:

1. Certain Definitions. Terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to such terms in the Plan; and the following terms shall have the following meanings:

“Companies” means the Company and any of its Subsidiaries.

“Expiration Date” means 6:00 P.M., Austin, Texas time, on                                         , 20  _____.

2. Grant of Option. Subject to the terms, conditions and provisions of the Plan and those hereinafter set forth, the Company hereby irrevocably grants to the Optionee an Incentive Option (the “Option”) to purchase                      Shares, subject to adjustment in accordance with the provisions of Section 7 of this Agreement. This Option is intended to qualify as an incentive stock option pursuant to Section 422 of the Code.

3. Option Price. The price to be paid by Optionee to the Company for each Share purchased pursuant to the exercise of this Option (“Option Price”) shall be $                     per share, such Option Price being not less than 100% of the Fair Market Value of a share of Common Stock as of the date of grant (or not less than 110% of the Fair Market Value of a share of Common Stock on the date of grant if the Optionee is a 10% shareholder within the meaning of Code Section 422(c)(5)); provided, however, that the Option Price shall be subject to adjustment in accordance with the provisions of Section 7 of this Agreement.

4. Vesting of Right to Exercise Option.

(a) Except as otherwise provided in this Agreement, the right to exercise this Option shall vest as to 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                     , 20  _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                                         , 20  _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                                         , 20  _____, shall vest with respect to an additional 20% of the total Shares which may be purchased hereunder (rounded to the nearest whole share) on                                         , 20  _____, and shall be fully vested on                                         , 20  _____. From and after each date of vesting, Optionee may exercise this Option, subject to the terms and conditions set forth herein, to purchase all or any portion of the Shares for which Optionee’s rights have vested.

(b) To the extent Optionee does not purchase all or any part of the Shares at the times this Option becomes exercisable, the Optionee has the right cumulatively thereafter to purchase any Shares not so purchased and such right shall continue until this Option terminates or expires.

(c) If Optionee’s employment by the Companies is terminated on account of fraud or dishonesty or other acts which the Board has determined are materially detrimental to the interests of the Company, the Option shall automatically terminate as of the date of such termination and this Option, including any portion which has vested, shall be forfeited.

(d) If Optionee’s employment by the Companies terminates voluntarily by Optionee or by action of the Companies for reasons other than as specified in subsection (c), this Option may be exercised, but only (i) within the three-month period following such termination (but not after the date of expiration of this Option), and (ii) to purchase the number of Shares, if any, that could be purchased upon exercise of this Option at the date of termination of Optionee’s employment.

(e) In the event of Optionee’s death or disability prior to termination of employment, this Option shall remain outstanding and may be exercised by the person who acquires this Option by will or the laws of descent and distribution, or by Optionee, as the case may be, but only (i) within the one-year period following the date of death or disability (but not after the date of expiration of this Option), and (ii) to purchase the number of Shares that could be purchased upon exercise of this Option at the time of such death or disability.

(f) For purposes of subsection (d) and (e), if this Option shall not have fully vested as of the date of termination of Optionee’s employment by the Company (but not in the case of a voluntary termination by Optionee) or as of the date of the Optionee’s death or disability, then a ratable portion of the number of Shares which would have become purchasable upon the next vesting date shall be deemed to have vested as of the date of such termination (or death or disability), determined by multiplying the number of Shares that vest on the next vesting date by a fraction with a numerator equal to the number of full months which have then elapsed since the last vesting date (or grant date in the event that no shares had previously vested) and a denominator equal to the total number of months between the last vesting date (or grant date in the event that no shares had previously vested) and the next scheduled vesting date, and rounding to the closest whole number.

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5. Restrictions on Exercise. The right to exercise the Option shall be subject to the following restrictions:

(a) Vesting. Optionee shall have no right to exercise this Option to purchase any Shares for which Optionee’s rights have not yet vested in accordance with Section 4.

(b) No Fractional Shares. The Option may be exercised only with respect to full Shares.

(c) Compliance with Law. The Option may not be exercised in whole or in part, and no Shares shall be issued nor certificates representing such Shares (if any) delivered pursuant to any exercise of the Option, if any requisite approval or consent of any governmental authority of any kind having jurisdiction over the exercise of options or the issuance and sale of Shares shall not have been obtained or if such exercise or issuance would violate any applicable law.

(d) Exercise by Optionee. The Option shall only be exercisable by the Optionee and by any transferee who has received such Option pursuant to Section 4(e).

6. Exercise of Option.

(a) Subject to the other terms and provisions of this Agreement, the Option shall be exercisable by written notice timely given to the Company by the Optionee (the “Exercise Notice”), which notice (i) shall state the number of Shares that the Optionee then desires to purchase, and (ii) shall be accompanied by payment in full of the Option Price for each of such Shares. Unless the Company and Optionee shall have made mutually acceptable alternative arrangements, payment of the Option Price shall be made in cash or by surrender of Shares owned by the Optionee (the “Payment Shares”), the aggregate Fair Market Value of which shall be credited against the Option Price.

(b) The Company’s obligation to issue and transfer Shares upon the exercise of this Option shall be conditioned on Optionee’s payment to the Company of an amount in cash equal to applicable withholding taxes, if any, due in connection with the exercise of this Option; provided, however, that with the consent of the Company, Optionee may satisfy any tax withholding obligation in connection with the exercise of this Option by (i) surrendering Shares owned by the Optionee to the Company or (ii) having the Company withhold from Shares otherwise deliverable to Optionee upon exercise of this Option. Any Shares surrendered or withheld to satisfy Optionee’s tax withholding obligation shall be valued at Fair Market Value as of the date of surrender or withholding of such Shares.

7. Recapitalization or Reorganization; Adjustments.

(a) The existence of this Option shall not affect in any way the right or power of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issuance of additional securities by the Company with priority over Shares or otherwise affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

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(b) If as a result of any merger or acquisition transaction involving the Company or any transaction involving the issuance or redemption of equity interests in the Company, more than fifty percent (50%) of such equity interests is owned by a party other than those listed on Exhibit A attached hereto (such event is referred to herein as a “Fundamental Change”), then immediately before the consummation of the Fundamental Change, any portion of the Option which has not then vested shall become vested, so that the Optionee shall have an opportunity to exercise the Option prior to the consummation of the Fundamental Change. The Company shall provide to Optionee at least 30 days’ notice of any pending Fundamental Change during which period Optionee may elect to exercise the Option effective immediately before consummation of such Fundamental Change.

(c) If the Company subdivides its outstanding Shares into a greater number of Shares, the Option Price in effect immediately prior to such subdivision shall be proportionately reduced, and the number of Shares then subject to the Option shall be proportionately increased. Conversely, if the outstanding number of Shares of the Company are combined into a smaller number of Shares, the Option Price in effect immediately prior to such combination shall be proportionately increased, and the number of Shares then subject to the Option shall be proportionately reduced.

8. Termination of Option. Unless terminated earlier pursuant to Section 4 hereof, this Option shall terminate upon the first to occur of the (i) the Expiration Date, or (ii) the date on which Optionee purchases, or in writing surrenders his right to purchase, all Shares or other securities then subject to the Option.

9. Restriction on Transfer of Option. The Option may not be sold, assigned, hypothecated or transferred, except by will or by the laws of descent and distribution. Any attempted transfer of the Option in violation of this provision shall be void and of no effect whatsoever.

10. Rights as a Shareholder. Optionee shall have no rights as a shareholder of the Company with respect to any Shares covered by the Option until the exercise of the Option.

11. Additional Documents. The Company and the Optionee will, upon request of the other party, promptly execute and deliver all additional documents, and take all such further action, reasonably deemed by such party to be necessary, appropriate or desirable to complete and evidence the sale, assignment and transfer of the Shares pursuant to this Agreement.

12. Representations, Warranties and Covenants of Optionee.

(a) The Optionee acknowledges that the Option has not been registered under the Securities Act of 1933 or applicable state securities laws on the grounds that the issuance of the Option is exempt from registration under one or more provisions of each of such acts. The Optionee further understands that in determining the availability and applicability of such exemptions and in executing and delivering this Agreement and issuing and delivering any Shares upon exercise of the Option, the Company has relied and will rely upon the representations, warranties and covenants made by the Optionee herein and in any other documents which he may hereafter deliver to the Company. Accordingly, the Optionee represents and warrants to and covenants and agrees with the Company that the Optionee is acquiring and will hold the Option for his own account for investment and not with a view to any sale or distribution of all or any part thereof.

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(b) The Optionee agrees (i) that the certificates representing the Shares or other securities purchased under this Option may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (ii) that the Company may refuse to register the transfer of the Shares or other securities purchased under this Option on the transfer records of the Company unless the Company is provided with an opinion of counsel in form and substance satisfactory to the Company confirming that such proposed transfer would not constitute a violation of any applicable securities laws, and (iii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Shares or other securities purchased under this Option.

(c) Optionee acknowledges that the value of the Option over its life will be speculative and uncertain, that there is no market for the Option and it is unlikely that any market will develop, and consequently, the Optionee may ultimately realize no value from the Option.

13. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed to have been given on the earlier of the date of receipt by the party to whom the notice is given or five (5) days after being mailed by certified or registered United States mail, postage prepaid, addressed to the appropriate party at the address shown beside such party’s signature below or at such other address as such party shall have theretofore designated by written notice given to the other party.

14. Entirety and Modification. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, between such parties relating to such subject matter. No modification, alteration, amendment or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced.

15. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible, and such provision shall be deemed inoperative to the extent it is unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by applicable law.

16. Gender. Words used in this Agreement which refer to Optionee and denote the male gender shall also be deemed to include the female gender or the neuter gender when appropriate.

17. Headings. The headings of the various sections and subsections of this Agreement have been inserted for convenient reference only and shall not be construed to enlarge, diminish or otherwise change the express provisions hereof.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of law).

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19. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

	BRIGHAM EXPLORATION COMPANY
6300 Bridge Point Pkwy.
Building Two, Suite 500
Austin, Texas 78730	By:
		Ben M. Brigham, President / CEO
	OPTIONEE
[INSERT OPTIONEE’S
ADDRESS]
	Name:

6

EXHIBIT A

BRIGHAM EXPLORATION COMPANY, A Delaware corporation

BRIGHAM OIL & GAS, L.P., A Delaware limited partnership

BRIGHAM, INC. (f/k/a Brigham Exploration Company), a Nevada corporation

BEN M. BRIGHAM

ANNE L. BRIGHAM

HAROLD D. CARTER

CREDIT SUISSE FIRST BOSTON (USA), INC.

7

EX-10.48

Exhibit 10.48

BRIGHAM EXPLORATION COMPANY
1997 DIRECTOR STOCK OPTION PLAN
(as amended effective January 1, 2009)

I. PURPOSE

It is the purpose of the Plan to promote the interests of the Company and its stockholders by attracting and retaining qualified directors by giving them the opportunity to acquire a proprietary interest in the Company and an increased personal interest in its continued success and progress. The Options granted hereunder shall not be qualified as “incentive stock options” within the meaning of Section 422(b) of the Code.

II. DEFINITIONS

As used herein the following terms have the following meanings:

(a) “Board” means the Board of Directors of the Company.

(b) “Chairman of the Board” means the director elected to the position of Chairman of the Board by the Board.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Common Stock” means the $.01 par value Common Stock of the Company.

(e) “Company” means Brigham Exploration Company, a Delaware corporation.

(f) “Effective Date” means March 4, 1997, which shall be the date on which the Plan shall be effective.

(g) “Eligible Director” means an individual who (i) is on the Effective Date, or thereafter becomes, a member of the Board, (ii) is neither an employee nor an officer of the Company or any direct or indirect majority-owned subsidiary of the Company and (C) has not elected to decline to participate in the Plan pursuant to the following sentence. A director otherwise eligible to participate in the Plan may make an irrevocable, one-time election, by written notice to the Company within ten days after his or her initial election to the Board, or, in the case of the directors in office on the Effective Date, within ten days prior to the Effective Date, to decline to participate in the Plan. For purposes of the Plan, “employee” shall mean an individual whose wages are subject to the withholding of federal income tax under Section 3402 of the Code, and “officer” shall mean an individual elected or appointed by the Board or the board of directors of the subsidiary, as the case may be, or chosen in such other manner as may be prescribed in the bylaws of the Company or the subsidiary, to serve as such.

(h) “Fair Market Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the mean between the highest and lowest sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if the Common Stock is not so listed, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by Pink OTC Markets Inc. (or its successor, or if Pink OTC Markets Inc. or its successor does not then exist, such over-the-counter quotation service as the Board shall determine), or (iii) if shares of Common Stock are not publicly traded, the most recent value determined in good faith by the Board using a “reasonable application of a reasonable valuation method” within the meaning of Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).

(i) “Holder” means an Eligible Director to whom an Option has been granted under the Plan.

(j) “Initial Options” means those options granted to each Eligible Director who becomes a member of the Board automatically on the date of his or her initial election as a director of the Company.

(k) “Option” means any option to purchase shares of Common Stock granted pursuant to the provisions of the Plan, including Initial Options and Subsequent Options.

(l) “Plan” means this Brigham Exploration Company 1997 Director Stock Option Plan, as amended.

(m) “Subsequent Options” means those options granted automatically as of December 31 of each year to each Eligible Director who is serving the Company as a director on such date beginning December 31, 1997.

III. ADMINISTRATION

The Plan shall be administered by the Board. The Board shall have no authority, discretion or power to select the participants who will receive Options, to set the number of shares to be covered by any Option, to set the exercise price of any Option or to set the period within which Options may be exercised, or to alter any other terms or conditions specified herein, except in the sense of administering the Plan subject to the express provisions of the Plan and except in accordance with Section 6.02 hereof. Subject to the foregoing limitations, the Board shall have authority and power to adopt such rules and regulations and to take such action as it shall consider necessary or advisable for the administration of the Plan, and to construe, interpret and administer the Plan. The decisions of the Board relating to the Plan shall be final and binding upon the Company, the Holders and all other persons. No member of the Board shall incur any liability by reason of any action or determination made in good faith with respect to the Plan or any stock option agreement entered into pursuant to the Plan.

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IV. OPTIONS

4.01 Participation. Each Eligible Director who does not elect to decline to participate in the Plan pursuant to paragraph (g) of Article II hereof shall be granted an Option to purchase Common Stock under the Plan on the terms and conditions herein described.

4.02 Terms and Conditions of Options; Stock Option Agreements. Each Option granted under the Plan shall be evidenced by a written stock option agreement entered into by the Company and the Holder to whom the Option is granted, which agreement shall include, incorporate or conform to the following terms and conditions, and such other terms and conditions not inconsistent therewith or with the terms and conditions of the Plan as the Board considers appropriate in each case:

(a) Option Grant Dates. An Option shall be granted (i) to each Eligible Director who becomes a member of the Board after the Effective Date automatically on the date of his or her initial election as a director of the Company (an “Initial Option”), provided that such person does not elect to decline to participate in the Plan pursuant to paragraph (g) of Article II hereof, and (ii) automatically as of December 31 of each year to each Eligible Director who is serving the Company as a director on such date, beginning December 31, 1997 (a “Subsequent Option”). The date of grant of an Option pursuant to the Plan shall be referred to hereinafter as the “Grant Date” of such Option.

(b) Number of Shares. Each Initial Option shall entitle the Holder to purchase, in accordance with the terms of such Option and the Plan, 20,000 shares of Common Stock, subject to adjustment in accordance with Section 5.02 hereof. Each Subsequent Option shall entitle the Holder to purchase, in accordance with the terms of such Option and the Plan, 10,000 shares of Common Stock, subject to adjustment in accordance with Section 5.02 hereof. If, on the Grant Date of any Option, fewer shares of Common Stock remain available for grant than are necessary to permit the grant of Options to each person entitled to receive an Option on such date in accordance with the provisions of this Section 4.02, then (i) first, an Option covering an equal number of whole shares of Common Stock, up to 20,000 shares, shall be granted on such date to each Eligible Director who is to receive an Initial Option and (ii) thereafter, Options shall be granted to the remaining Eligible Directors then serving covering an equal number of whole shares of Common Stock and all such Options shall cover, in the aggregate, all remaining shares of Common Stock then available for grant under the Plan (or such smaller number as may be necessary to permit each such Option to cover an equal number of whole shares of Common Stock).

(c) Price. The price at which each share of Common Stock covered by an Option may be purchased pursuant to the Plan shall be the Fair Market Value of a share of Common Stock on the Grant Date of the Option.

(d) Option Period. Each option shall become exercisable in five equal annual installments on each of the first five anniversaries of such option’s “Grant Date.” The period within which each Option may be exercised shall expire on the seventh anniversary of such Grant Date (the “Option Period”), unless terminated sooner pursuant to Section 4.02(e) hereof.

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(e) Termination of Service, Death, Etc. The following provisions shall apply with respect to the exercise of an Option granted hereunder in the event that the Holder thereof ceases to be a director of the Company for the reasons described in this Section 4.02(e):

(i) If the directorship of the Holder is terminated within the Option Period on account of any act of (a) fraud or intentional misrepresentation or (b) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any direct or indirect majority-owned subsidiary of the Company, the Option shall automatically terminate as of the date of such termination;

(ii) If the Holder dies during the Option Period while such Holder is a director of the Company (or during the additional three-month period provided by paragraph (iii) of this Section 4.02(e)), the Option may be exercised, to the extent that the Holder was entitled to exercise it at the date of the Holder’s death, within one year after such death (if within the Option Period), but not thereafter, by the executor or administrator of the estate of the Holder, or by the person or persons who shall have acquired the Option directly from the Holder by bequest or inheritance; or

(iii) If the directorship of the Holder is terminated for any reason (other than the circumstances specified in paragraphs (i) and (ii) of this Section 4.02(e)) within the Option Period, including a failure by the stockholders of the Company to reelect the Holder as a director, the Option may be exercised, to the extent the Holder was entitled to do so at the date of termination of the directorship, within three months after such termination (if within the Option Period), but not thereafter.

(f) Transferability. An Option granted under the Plan shall not be transferable by the Holder, otherwise than by will or pursuant to the laws of descent and distribution or with the consent of the Board, and during the lifetime of the Holder the Option shall be exercisable only by the Holder or his or her guardian or legal representative or by transferees of the Holders in such circumstances as the Board may approve.

(g) Requirement of Directorship. Except as provided in Section 4.02(e) hereof, an Option may not be exercised unless the Holder is at the time of exercise serving as a director of the Company, and, except as provided in Section 4.02(e) hereof, such Option shall terminate upon termination of the Holder’s service as a director of the Company.

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(h) Exercise, Payments, Etc. Each Option granted hereunder may be exercised, in whole or in part, by the Holder thereof at any time or (with respect to partial exercises) from time to time during the Option Period, subject to the provisions of the Plan and the stock option agreement evidencing such Option, and the method for exercising an Option shall be by the personal delivery to the Secretary of the Company of, or by the sending by United States registered or certified mail, postage prepaid, addressed to the Company (to the attention of its Secretary), of, written notice signed by the Holder specifying the number of shares of Common Stock with respect to which such Option is being exercised. Such notice shall be accompanied by the full amount of the purchase price of such shares, in cash and/or by delivery of shares of Common Stock already owned by the Holder having an aggregate Fair Market Value (determined as of the date of exercise) equal to the purchase price, including an actual or deemed multiple series of exchanges of such shares. Any such notice shall be deemed to have been given on the date of receipt thereof (in the case of personal delivery as above-stated) or on the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as above-stated. In addition to the foregoing, promptly after demand by the Company, the exercising Holder shall pay to the Company an amount equal to applicable withholding taxes, if any, due in connection with such exercise. No shares of Common Stock shall be issued upon exercise of an Option until full payment therefor and for all applicable withholding taxes has been made, and a Holder shall have none of the rights of a shareholder until shares of Common Stock are issued to such Holder.

V. AUTHORIZED COMMON STOCK

5.01 Common Stock. The total number of shares as to which Options may be granted pursuant to the Plan shall be 1,000,000 shares of Common Stock, in the aggregate, except as such number of shares shall be adjusted from and after the Effective Date in accordance with the provisions of Section 5.02 hereof. If any outstanding Option under the Plan shall expire or be terminated for any reason, the shares of Common Stock allocable to the unexercised portion of such Option shall again be available for grant under the Plan.

5.02 Adjustments Upon Changes in Common Stock. In the event the Company shall effect a split of the Common Stock or a dividend payable in Common Stock, or in the event the outstanding Common Stock shall be combined into a smaller number of shares, the maximum number of shares as to which Options may be granted under the Plan shall be increased or decreased proportionately. In the event that before delivery by the Company of all the shares of Common Stock in respect of which any Option has been granted under the Plan, the Company shall have effected such a split, dividend or combination, the shares still subject to the Option shall be increased or decreased proportionately and the purchase price per share shall be increased or decreased proportionately so that the aggregate purchase price for all the then optioned shares shall remain the same as immediately prior to such split, dividend or combination.

In the event of a reclassification of the Common Stock not covered by the foregoing, or in the event of a liquidation or reorganization, including a merger, consolidation or sale of assets, the Board shall make such adjustments, if any, as it may deem equitable in the number, purchase price and kind of shares covered by the unexercised portions of Options theretofore granted under the Plan; provided, however, that any such adjustment shall be made in accordance with Section 409A of the Code and the regulations thereunder. The provisions of this Section 5.02 shall only be applicable if, and only to the extent that, the application thereof does not conflict with any valid governmental statute, regulation or rule.

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VI. GENERAL PROVISIONS

6.01 Termination of Plan. The Plan shall terminate whenever (whether before or after the Effective Date) the Board adopts a resolution to that effect. If not sooner terminated in accordance with the preceding sentence, the Plan shall wholly cease and expire on March 4, 2017. After termination of the Plan, no Options shall be granted under the Plan, but the Company shall continue to recognize, and perform its obligations with respect to, any Options previously granted.

6.02 Amendment of Plan. The Board may from time to time (whether before, on or after the Effective Date) amend, modify or suspend the Plan. Nevertheless, (a) no such amendment, modification or suspension shall impair any Options theretofore granted under the Plan or deprive any Holder of any shares of Common Stock which such Holder might have acquired through or as a result of the Plan, and (b) after the stockholders of the Company have approved and adopted the Plan in accordance with Section 6.04 hereof, no such amendment or modification shall be made without the approval of the holders of the outstanding shares of capital stock of the Company entitled to vote in the election of directors generally where such amendment or modification would (i) increase the total number of shares of Common Stock as to which Options may be granted under the Plan or decrease the exercise price at which Options may be granted under the Plan (other than as provided in Section 5.02 hereof), (ii) materially alter the class of persons eligible to be granted Options under the Plan, (iii) materially increase the benefits accruing to Holders under the Plan or (iv) extend the term of the Plan or the Option Period specified in Section 4.02(d) hereof.

Notwithstanding the foregoing, the provisions of the Plan relating to (a) the number of shares of Common Stock covered by, and the exercise price of, Options granted under the Plan, (b) the timing of grants of Options under the Plan and (c) the class of persons eligible to be granted Options under the Plan shall not be amended more than once every six months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

6.03 Treatment of Proceeds. Proceeds from the sale of Common Stock pursuant to Options granted under the Plan shall constitute general funds of the Company.

6.04 Effectiveness. The Plan shall become effective as of the Effective Date, subject to and upon the receipt of shareholder approval by the affirmative votes of the holders of a majority of the shares of Common Stock present, or represented, and entitled to vote at a meeting of stockholders duly held in accordance with the applicable laws of the State of Delaware.

6.05 Section Headings. The section headings included herein are only for convenience, and they shall have no effect on the interpretation of the Plan.

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EX-10.49

Exhibit 10.49

BRIGHAM EXPLORATION COMPANY

NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER

THE 1997 DIRECTOR STOCK OPTION PLAN

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), made and entered into as of the  _____  day of                     , 20  _____, by and between Brigham Exploration Company, a Delaware corporation (the “Company”), and                      (“Director” or “Optionee”);

W I T N E S S E T H:

WHEREAS, the Board has adopted and the stockholders of the Company have approved and ratified the Brigham Exploration Company 1997 Director Stock Option Plan, as amended (the “Plan”) which provides for the automatic grant of non-qualified stock options to each Eligible Director of the Company; and

WHEREAS, pursuant to the Plan and subject to and upon the terms and conditions herein provided, effective as of the date hereof, this Agreement evidences the grant of an option under the Plan to Director, who was an Eligible Director at year-end;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Grant of Option and Option Period. The Company hereby grants to Director as of the date of this Agreement (the “Grant Date”), subject to the provisions of Section 2 hereof and as hereinafter set forth, an option (the “Option”) to purchase                      shares of Common Stock, par value $.01 per share, of the Company (“Common Stock”) at the price of $                     per share (such purchase price being 100% of the Fair Market Value of a share of Common Stock as of the date of grant), at any time or (with respect to partial exercises) from time to time during a period commencing on the first anniversary of the Grant Date and ending on                     , 20  _____  [INSERT DATE THAT IS THE 7^TH ANNIVERSARY OF THE GRANT DATE] (the “Option Period”), provided that the number of shares purchasable hereunder in any period or periods of time during which the Option is exercised shall be limited as follows:

(a) only 20% of such shares are purchasable, in whole at any time or in part from time to time, commencing                     , 20  _____, if the Optionee serves as director until that date;

(b) an additional 20% of such shares are purchasable, in whole at any time or in part from time to time, commencing                     , 20  _____, if the Optionee serves as director until that date;

(c) an additional 20% of such shares are purchasable, in whole at any time or in part from time to time, commencing                     , 20  _____, if the Optionee serves as director until that date;

(d) an additional 20% of such shares are purchasable, in whole at any time or in part from time to time, commencing                     , 20  _____, if the Optionee serves as director until that date; and

(e) the remainder of such shares are purchasable, in whole at any time or in part from time to time, commencing                     , 20  _____, if the Optionee serves as director until that date.

This option is a nonqualified stock option and is not intended to qualify as an incentive stock option under Section 422 of the Code.

2. Termination of Service. Any provision of Section 1 hereof to the contrary notwithstanding:

(a) If Director ceases to be a member of the Board on account of Director’s (i) fraud or intentional misrepresentation or (ii) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any direct or indirect majority-owned subsidiary of the Company, then the Option shall automatically terminate and be of no further force or effect as of the date Director ceases to be a member of the Board;

(b) If Director shall die during the Option Period while a member of the Board (or during the additional three-month period provided by Section 2(c) hereof), the Option may be exercised, to the extent that Director was entitled to exercise it at the date of Director’s death, only within one year after such death (but not beyond the Option Period) by the executor or administrator of the estate of Director or by the person or persons who shall have acquired the Option directly from Director by bequest or inheritance; and

(c) If Director ceases to be a member of the Board for any reason (other than the circumstances specified in paragraphs (a) and (b) of this Section 2) within the Option Period, including the failure of the stockholders of the Company to reelect Director as a director, the Option may be exercised, to the extent Director was able to do so at the date of termination of the directorship, only within three months after such termination (but not beyond the Option Period).

3. Agreement of Director. As consideration for the Company’s grant of the Option, Director agrees to continue to serve the Company as a director at the pleasure of the Company’s stockholders for a continuous period of one year from the Grant Date at the retainer rate and fee schedule, if any, in effect as of the date hereof or at such changed rate or schedule as the Company from time to time may establish; provided, that nothing in the Plan or in this Agreement shall confer upon Director any right to continue as a member of the Board.

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4. Exercise of Option. Subject to the provisions of Section 2, the Option may be exercised, in whole or in part, by Director at any time or (with respect to partial exercises) from time to time during the Option Period and the method for exercising an Option shall be by the personal delivery to the Secretary of the Company of, or by the sending by United States registered or certified mail, postage prepaid, addressed to the Company (to the attention of its Secretary), of, written notice signed by Director specifying the number of shares of Common Stock with respect to which such Option is being exercised. Such notice shall be accompanied by the full amount of the purchase price of such shares, in cash and/or by delivery of shares of Common Stock already owned by Director having an aggregate Fair Market Value (determined as of the date of exercise) equal to the purchase price, including an actual or deemed multiple series of exchanges of such shares. Any such notice shall be deemed to have been given on the date of receipt thereof (in the case of personal delivery as above-stated) or on the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as above-stated. In addition to the foregoing, promptly after demand by the Company, Director shall pay to the Company an amount equal to applicable withholding taxes, if any, due in connection with such exercise. No shares of Common Stock shall be issued upon exercise of an Option until full payment therefor and for all applicable withholding taxes has been made, and Director shall have none of the rights of a shareholder until shares of Common Stock are issued to Director.

5. Delivery of Certificates Upon Exercise of the Option. Delivery of a certificate or certificates representing the purchased shares of Common Stock shall be made promptly after receipt of notice of exercise and payment of the purchase price and the amount of any withholding taxes to the Company, if required, provided that the Company shall have such time as it reasonably deems necessary to qualify or register such shares under any law or governmental rule or regulation that it deems desirable or necessary.

6. Adjustments Upon Changes in Common Stock. In the event that before delivery by the Company of all the shares in respect of which the Option is granted, the Company shall have effected a Common Stock split or dividend payable in Common Stock, or the outstanding Common Stock of the Company shall have been combined into a smaller number of shares, the shares still subject to the Option shall be increased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and the purchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optioned shares shall remain the same as immediately prior to such split, dividend or combination. In the event of a reclassification of Common Stock not covered by the foregoing, or in the event of a liquidation, separation or reorganization, including a merger, consolidation or sale of assets, the Board shall make such adjustments, if any, as it may deem equitable in the number, purchase price and kind of shares still subject to the Option.

7. Transferability. The Option evidenced hereby is not transferable otherwise than by will or pursuant to the laws of descent and distribution or with the consent of the Board, and during the lifetime of Director is exercisable only by Director or his or her guardian or legal representative or by transferees of the Director in such circumstances as the Board may approve.

8. Construction. This Agreement shall be governed by, subject to and construed in accordance with all the provisions of the Plan.

9. Defined Terms. Unless the context clearly indicates otherwise, the words and phrases used in this Agreement shall have the meanings assigned to them under the provisions of the Plan.

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10. Applicable Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the internal laws (and not the principles relating to conflicts of laws) of the State of Texas, except to the extent preempted by Federal law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

The “Company”
BRIGHAM EXPLORATION COMPANY
By:
	Ben M. Brigham
	President and CEO
“Director”
Name:

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EX-10.50

Exhibit 10.50

AMENDMENT TO THE

CHANGE OF CONTROL AGREEMENT

This Amendment to the Change of Control Agreement (the “Amendment”) is made and entered into effective as of January 1, 2009, by and between Brigham Exploration Company, a Delaware corporation (the “Company”) and                     , an officer of the Company (“Officer”).

W I T N E S S E T H:

WHEREAS, the Company and Officer entered into a Change of Control Agreement effective as of                      (the “Agreement”); and

WHEREAS, the Company and Officer now desire to amend the Agreement for compliance with Internal Revenue Code Section 409A and the Treasury Regulations thereunder;

NOW, THEREFORE, in consideration of the premises, the parties do hereby agree as follows:

1. Paragraph 1(a) of the Agreement is hereby amended and restated in its entirety as follows:

(a) Severance Payment. Upon the occurrence of a Termination Event (as defined in Paragraph 2) during the Retention Period and Officer’s execution of the General Release within 45 days following the Termination Date (and provided that Officer does not revoke the General Release within any revocation period) —

(i) the Company or its successor shall pay Officer an amount equal to Officer’s Annual Base Salary (as defined in Paragraph 2) multiplied by 2.0, payable as a lump sum cash payment on the 60^th day following the Termination Date;

(ii) if Officer was participating in a life insurance and/or disability benefit plan maintained by the Company as of [his/her] Termination Date, such coverage will be continued at the same cost, if any, charged to similarly situated active employees under such plans for a period of eighteen months following the Termination Date or, if earlier, the date as of which Officer obtains other employment. Officer shall immediately notify the Company upon obtaining other employment;

(iii) if Officer was participating in a hospital, surgical, medical or dental benefit plan maintained by the Company as of [his/her] Termination Date, then Officer will be entitled to continue such participation on the same terms and at the same cost as similarly-situated current employees until the date as of which Officer obtains other employment, provided that such coverage is either nontaxable to Officer or otherwise exempt from Code Section 409A. Officer shall immediately notify the Company upon obtaining other employment; and

(iv) for a period of five years following a Change of Control, the Company shall pay all reasonable legal fees and expenses promptly as they are incurred by Officer in seeking to obtain or enforce any right or benefit provided by this Agreement other than fees or expenses incurred in connection with any challenge by Officer to the enforceability of the General Release. In no event shall the payment of eligible fees and expenses be made later than the last day of Officer’s taxable year following the taxable year in which such fees and expenses are incurred. The amount of fees and expenses eligible for payment during Officer’s taxable year shall not affect the fees and expenses eligible for payment in any other taxable year.

2. Paragraph 1(b) of the Agreement is hereby amended and restated in its entirety as follows:

(b) Option Vesting. In the event of a Change of Control, any option to purchase Brigham common stock held by Officer shall immediately vest with respect to any portion of such option which has not then vested but is scheduled to vest within five years of the date of the Change of Control.

3. The second Paragraph 2(f) of the Agreement is hereby amended to be Paragraph 2(g) and the current Paragraph 2(g) of the Agreement is hereby amended to be Paragraph 2(h).

4. Paragraph 2(h)(ii) of the Agreement is hereby amended and restated in its entirety as follows:

(ii) Officer shall voluntarily terminate [his/her] employment with the Company or any successor thereto (or an affiliate of the Company or any successor thereto) for “Good Reason.” To exercise the right to terminate for Good Reason, Officer must provide written notice to the Company of the belief that Good Reason exists within 90 days of the initial existence of the condition(s) giving rise to Good Reason, and that notice shall describe the condition(s) believed to constitute Good Reason. The Company shall have 30 days to remedy such condition(s). If not remedied within that 30-day period, Officer may terminate [his/her] employment with the Company. For purposes of this Agreement, “Good Reason” shall mean any of the following (without Officer’s express written consent):

(A) A material diminution in the nature or scope of Officer’s duties from those engaged in by Officer immediately prior to the date on which a Change of Control occurs;

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(B) A material diminution in Officer’s base compensation from that provided to [him/her] immediately prior to the date on which the Change of Control occurs; or

(C) Any required relocation of Officer of more than fifty miles from the location where Officer was based and performed services immediately prior to the date on which the Change of Control occurs; provided that such relocation constitutes a material change in the geographic location at which Officer must perform services for purposes of Code Section 409A.

5. Paragraph 3 of the Agreement is hereby amended and restated in its entirety as follows:

3. Adjustments. Any provision of this Agreement to the contrary notwithstanding, if, in the Company’s determination, the total sum of (i) the payments and benefits to be paid or provided to (or with respect to) Officer under this Agreement which are considered to be “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) any other payments and benefits which are considered to be “parachute payments,” as so defined, to be paid or provided to (or with respect to) Officer by the Company or a member of the Company’s affiliated group (within the meaning of Section 280G(d)(5) of the Code) (the “Total Amount”) exceeds the amount Officer can receive without having to pay excise tax with respect to all or any portion of such payments or benefits under Section 4999 of the Code (the “Reduced Amount”), then the amount payable to Officer pursuant to Paragraphs 1(a) and 1(b) of this Agreement shall be reduced to the greater of zero or the highest amount which will not result in Officer having to pay excise tax with respect to any payments and benefits under Section 4999 of the Code; provided, however, that in the event that the Reduced Amount minus any and all applicable federal, state and local taxes (including but not limited to income and employment taxes imposed by the Code) is less than the Total Amount minus any and all applicable federal, state and local taxes (including but not limited to income and employment taxes imposed by the Code and excise taxes applicable to such payments under Section 4999 of the Code), then the reduction of the amount payable to Officer under Paragraphs 1(a) and 1(b) of this Agreement provided for in the preceding provisions of this paragraph 3 shall not be made. Notwithstanding the foregoing, the reduction of the amount payable to Officer under Paragraphs 1(a) and 1(b) of this Agreement, if applicable, shall be made by first reducing the amount payable under Paragraph 1(a)(i), and, if needed, such additional payments that are not subject to Section 409A of the Code.

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6. The Agreement is hereby amended by the addition of the following as Paragraph 13:

13. Code Section 409A.

(a) Notwithstanding anything to the contrary contained herein, this Agreement is intended to satisfy the requirements of Code Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to satisfy the requirements of Code Section 409A. For purposes of Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation.

(b) Notwithstanding anything to the contrary contained herein, in the event Officer is a “specified employee” (as defined below) and is entitled to receive a payment on account of “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) that is subject to Code Section 409A, the payment may not be made earlier than six months following the date of Officer’s separation from service if required by Code Section 409A and the regulations thereunder, in which case, the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If Officer dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of Officer’s estate within 60 days after the date of Officer’s death. A “specified employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code Section 409A, as determined by the Board. The determination of “specified employees,” including the number and identity of persons considered “specified employees” and the identification date, shall be made by the Board in accordance with the provisions of Code Sections 416(i) and 409A and the regulations issued thereunder.

7. Except as otherwise specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by its duly authorized officer, and Officer has executed this Amendment, on this the  _____  day of December, 2008.

BRIGHAM EXPLORATION COMPANY

By:

Its:

OFFICER

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EX-10.51

Exhibit 10.51

AMENDMENT TO THE
EMPLOYMENT AGREEMENT

This Amendment to the Employment Agreement (the “Amendment”) is made and entered into effective as of January 1, 2009, by and between Brigham Exploration Company, a Delaware corporation (the “Company”) and Ben M. Brigham (“Employee”).

W I T N E S S E T H:

WHEREAS, the Company and Employee entered into an Employment Agreement effective as of May 14, 1997 (the “Agreement”); and

WHEREAS, the Company and Employee now desire to amend the Agreement for compliance with Internal Revenue Code Section 409A and the Treasury Regulations thereunder;

NOW, THEREFORE, in consideration of the premises, the parties do hereby agree as follows:

1. Section 3(b) of the Agreement is hereby amended by the addition of the following sentence:

Any bonus, or portion thereof, due to Employee shall be paid no later than the March 15 following the end of the calendar year in which such bonus, or portion thereof, is no longer subject to a “substantial risk of forfeiture” as determined in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder.

2. Section 5 of the Agreement is hereby amended and restated in its entirety as follows:

5. Business Expenses. Employee shall be reimbursed by the Company for expenses reasonably paid or incurred by him during the term of his employment in connection with the performance of his duties hereunder upon presentation of expense statements, receipts or vouchers or such other supporting information reasonably evidencing such expenses. Any such reimbursement shall be made as soon as reasonably practicable, but in no event later than the March 15 following the end of the calendar year in which the related expense was incurred.

3. Section 11 of the Agreement is hereby amended and restated in its entirety as follows:

11. Termination by Employee.

(a) Employee may terminate his employment hereunder for Good Reason. To exercise the right to terminate for Good Reason, Employee must provide written notice to the Company of the belief that Good Reason exists within 90 days of the initial existence of the condition(s) giving rise to Good Reason, and that notice shall describe the condition(s) believed to constitute Good Reason. The Company shall have 30 days to remedy such condition(s). If not remedied within that 30-day period, Employee may terminate his employment with the Company; provided, however, that such termination must occur no later than two (2) years after the initial existence of the circumstance(s) believed to constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following (without Employee’s express written consent): (A) a material breach by the Company of this Agreement, or (B) a material diminution of Employee’s authority, duties, or responsibilities. An election by Employee to terminate for Good Reason shall not be deemed a voluntary termination of employment by Employee for purposes of this Agreement.

(b) Employee may terminate his employment hereunder for any other reason upon providing at least 30 days advance written notice.

4. Section 14 of the Agreement is hereby amended and restated in its entirety as follows:

14. Other Termination of Employment. If Employee shall terminate his employment for Good Reason under Section 11 hereof or if the employment of Employee hereunder is terminated by the Company under any circumstances other than those set forth in Sections 8, 9, 10 or 13 hereof, then (i) provided that Employee’s termination of employment constitutes a “separation from service” under Treasury Regulation Section 1.409A-1(h), the Company shall pay to Employee within 30 days following such termination a lump sum cash payment equal to (A) the amount of Employee’s annual base salary (as in effect at the time of termination) that Employee would have received during the remainder of Employee’s employment term hereunder, plus (B) an amount equal to the average annual bonus received by Employee pursuant to Section 3(b) hereof during the immediately preceding two (2) years, multiplied by the number of years (with portions of a year expressed as a fraction) in the remainder of Employee’s employment term hereunder, (ii) all restricted stock, options or other rights with respect to equity interests in the Company and/or its affiliates granted to Employee on or before such date of termination shall immediately vest as of the date of such termination, (iii) the Company shall continue to provide Employee with life insurance coverage pursuant to the terms of Section 8 hereof for a period of twenty years following termination, and (iv) if Employee is participating in a hospital, surgical, medical or dental benefit plan maintained by the Company as of his termination of employment, then Employee shall be entitled to continue such participation on the same terms and at the same cost as similarly-situated current employees, provided that such coverage is either nontaxable to Employee or otherwise exempt from Code Section 409A.

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5. The Agreement is hereby amended by the addition of the following as Section 18:

18. Code Section 409A.

(a) Notwithstanding anything to the contrary contained herein, this Agreement is intended to satisfy the requirements of Code Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to satisfy the requirements of Code Section 409A. For purposes of Code Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation.

(b) Notwithstanding anything to the contrary contained herein, in the event Employee is a “specified employee” (as defined below) and is entitled to receive a payment, or portion thereof, on account of “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)) that is subject to Code Section 409A, the payment, or portion thereof, may not be made earlier than six months following the date of Employee’s separation from service if required by Code Section 409A and the regulations thereunder, in which case, the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If Employee dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of Employee’s estate within 60 days after the date of Employee’s death. A “specified employee” shall mean an employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code Section 409A, as determined by the Board of Directors of the Company. The determination of “specified employees,” including the number and identity of persons considered “specified employees” and the identification date, shall be made by the Board of Directors of the Company in accordance with the provisions of Code Sections 416(i) and 409A and the regulations issued thereunder.

6. Except as otherwise specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf by its duly authorized officer, and Employee has executed this Amendment, on this the 23rd day of December, 2008.

BRIGHAM EXPLORATION COMPANY
By:	/s/ DAVID T. BRIGHAM
Its: Executive Vice President — Land and       Administration
EMPLOYEE
/s/ BEN M. BRIGHAM
Ben M. Brigham

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