EX-10 15 fy2004-exhibit10m.txt EXHIBIT 10(M), FORM OF RESTRICTED STOCK AWARD Exhibit 10(m) Form of Restricted Stock Award to Directors ___________ Shares Date of Grant: _____________ RESTRICTED STOCK AWARD YEARLY VESTING AWARDS 2004 OMNIBUS STOCK AND INCENTIVE PLAN FOR DENBURY RESOURCES INC. RESTRICTED STOCK AWARD ("Award") made effective _________________ ("Date of Grant") between Denbury Resources Inc. (the "Company") and ____________________ ("Holder"). WHEREAS, the Company desires to grant to the Holder ________________ Restricted Shares under and for the purposes of the 2004 Omnibus Stock and Incentive Plan for Denbury Resources Inc. (the "Plan"); WHEREAS, in accordance with the provisions of Section 16(d) of the Plan, the Restricted Shares (together with a stock power (set forth below)), will be delivered to the Company, to be held in escrow by the Company for the benefit of Holder until such time as such Restricted Shares are Vested by reason of the lapse of the applicable Restrictions, after which time the Company shall make delivery of the Vested Shares (but not Retained Vested Shares, as described in Section 5) to Holder; and WHEREAS, the Company and Holder understand and agree that this Award is in all respects subject to the terms, definitions and provisions of the Plan, and all of which are incorporated herein by reference, except to the extent otherwise expressly provided in this Award. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties agree as follows: 1. Restricted Share Award. The Company hereby sells, transfers, assigns and delivers to the Holder an aggregate of ____________ Restricted Shares ("Award Restricted Shares") on the terms and conditions set forth in the Plan and supplemented in this Award, including, without limitation, the restrictions more specifically set forth in Section 2 below, subject only to Holder's execution of this Award agreement. 2. Vesting of Award Restricted Shares. The Restrictions on the Award Restricted Shares shall lapse (Award Restricted Shares with respect to which Restrictions have lapsed being herein referred to as "Vested Shares") with respect to 20% of the Award Restricted Shares on the First Anniversary of the Date of Grant, and A-1 Restrictions with respect to an additional 20% of Award Restricted Shares shall lapse on each subsequent Anniversary of the Date of Grant, so that, without limitation, Restrictions on all of the Award Restricted Shares will have lapsed no later than the Fifth Anniversary of the Date of Grant. Without limiting the generality of the foregoing, in the event that, prior to lapse of Restrictions with respect to all Award Restricted Shares, either (i) Holder incurs a Separation (as defined below) by reason of Holder's death, or Disability, or (ii) there is a Change in Control as to which the Company or its shareholders have received a favorable fairness opinion from an independent third party investment bank or similar firm, or (iii) there is an unsolicited hostile take-over of the Company, or (iv) without limiting the generality of Section 2(h)(5) of the Plan, Holder incurs a Separation (as defined below) for any reason other than Cause after the Commencement of a Change in Control as to which the Company or its shareholders have received a favorable fairness opinion from an independent third party investment bank or similar firm or as a result of an unsolicited hostile take-over, then the Restrictions on all remaining Award Restricted Shares shall lapse and all such Award Restricted Shares shall become Vested Shares, as of the date of such death, disability, Change in Control, or Change in Control following a Separation after the Commencement of such Change in Control. For all purposes of this Award, the term "Commencement of a Change in Control" shall mean any material action, including without limitation through a written offer, open-market bid, corporate action, proxy solicitation or otherwise, taken by a "person" (as defined in Section 13(d) or Section 14(d)(2) of the 1934 Act), or a "group" (as defined in Section 13(d)(3) of the 1934 Act), or their affiliates, to commence efforts that, within 12 months after such material action, lead to a Change in Control as defined in Section 2(h)(2), (3) or (4) of the Plan involving such person, group, or their affiliates. Without limitation, for all purposes of this Award, the term "Separation" shall mean in the case of a non-employee Director, upon his or her ceasing to be a Director. The definition of "Separation" for a non-employee Director shall automatically be amended by any changes to, and shall be identical to, the definition of "Separation" for non-employee Directors in the Company's 2004 Omnibus Stock and Incentive Plan, as that portion of such definition may be amended in that Plan from time to time. 3. Restrictions - Forfeiture of Award Restricted Shares. The Award Restricted Shares are subject to the Restriction that all rights of Holder to any Award Restricted Shares which have not become Vested Shares, or do not become Vested Shares as a result of Holder's Separation after the Commencement of a Change in Control, automatically and without notice, shall terminate and be permanently forfeited on the date of Holder's Separation. 4. Withholding. No tax withholding is required for a non-employee director. 5. Issuance of Shares. Without limitation, Holder shall have all of the rights and privileges of an owner of the Award Restricted Shares (including voting rights) except that Holder shall not be entitled to delivery of the certificates evidencing any of the Shares unless and until they become Vested Shares, nor shall Holder be entitled to receive Restricted Share Distributions (i.e. dividends) unless and until Holder is entitled either (i) to receive the certificates for the related Vested Shares, or (ii) such Award Restricted Shares A-2 become Retained Vested Shares, as defined below. Notwithstanding the foregoing, on the date Award Restricted Shares become Vested Shares, the Administrator shall retain sixty percent (60%) of the Vested Shares ("Retained Vested Shares") in escrow until the date of Holder's Separation, and immediately after such Separation shall deliver all such Retained Vested Shares to Holder. During the period in which the Company holds the Retained Vested Shares, Holder is entitled to receive what would be Restricted Share Distributions if Holder was in possession of such Retained Vested Shares, except Holder shall not be entitled to receive a Restricted Share Distribution made in the form of Shares, but rather such Shares will be retained by the Company as additional Retained Vested Shares. 6. No Transfers Permitted. The rights under this Award are not transferable by the Holder otherwise than by will or the laws of descent and distribution, and so long as Holder lives, only Holder or his or her guardian or legal representative shall have the right to receive and retain Vested Shares. 7. No Right To Continued Employment. Neither the Plan nor this Award shall confer upon the Holder any right to provide services as a director to the Company, nor shall they interfere in any way with Holder's right to terminate their services as a director. 8. Governing Law. WITHOUT LIMITATION, THIS AWARD SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF DELAWARE. 9. Binding Effect. This Award shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 10. Severability. If any provision of this Award is declared or found to be illegal, unenforceable or void, in whole or in part, the remainder of this Award will not be affected by such declaration or finding and each such provision not so affected will be enforced to the fullest extent permitted by law. IN WITNESS WHEREOF, the Company has caused these presents to be executed on its behalf and its corporate seal to be affixed hereto by its duly authorized representative and the Holder has hereunto set his or her hand and seal, all on the day and year first above written. Dated as of this _______day of _________________, 2004. DENBURY RESOURCES INC. By: ________________________ __________________________ Gareth Roberts Phil Rykhoek President and CEO Senior VP, CFO and Secretary A-3 Assignment Separate From Certificate FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Denbury Resources Inc. the _______________ Shares subject to this Award, standing in the undersigned's name on the books of said Denbury Resources Inc., represented by Certificate No. _____herewith and do hereby irrevocably constitute and appoint the corporate secretary of Denbury Resources Inc. as attorney to transfer the said stock on the books of Denbury Resources Inc. with full power of substitution in the premises. Dated ____________________ ------------------------------ Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to review the Plan, (iii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iv) my understanding of the terms and provisions of the Award and the Plan, and (v) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award and the Plan. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations (including, without limitation, all interpretations of the meaning of provisions of the Plan, or Award, or both) of the Administrator upon any questions arising under the Plan, or this Award, or both. Dated as of this ________ day of ______________, 200__. ------------------------------ Holder A-4