exv10wxfy





Exhibit 10(f)




			
	 	 	 
	No. SARs [                    ]
	 	Date of Grant: January 2, 2009






STOCK APPRECIATION RIGHTS AGREEMENT




OFFICER CLIFF VESTING AWARDS




2004 OMNIBUS STOCK AND INCENTIVE PLAN




FOR DENBURY RESOURCES INC.




     A total of                      Stock Appreciation Rights (individually, and collectively, “SAR(s)”) are
hereby granted to                      (the “Holder”) on                      (“Date of Grant”) at the Grant Value
determined in this SAR Agreement, and in all respects subject to the terms, definitions and
provisions, of the 2004 Omnibus Stock and Incentive Plan For Denbury Resources Inc. (the “Plan”),
which is incorporated herein by reference except to the extent otherwise expressly provided in this
SAR Agreement.


1. Grant Value. The Grant Value is $                    for each SAR, which value is equal to the
Fair Market Value of a Share on the Date of Grant.



2. Vesting of SAR Agreement Shares. The SARs shall Vest and become “Vested SARs” and
become non-forfeitable (but, without limitation, if unexercised such Vested SARs will expire on
date of the termination of the SAR as set out in Section 6 of this Award) and will become 100%
Vested on occurrence (if any) of the earliest of the dates (“Vesting Date”) set forth in (a)
through (e) below:





	 	(a)	 	March 31, 2012;
	 
	 	(b)	 	the date of Holder’s death or Disability;
	 
	 	(c)	 	the date of a Change in Control;
	 
	 	(d)	 	the date of a Post-Separation Change in Control; and
	 
	 	(e)	 	the date of Holder’s Separation if such Separation occurs after Holder’s
Retirement Vesting Date, provided that such date must be at least one year from the
Date of Grant.





     For purposes of this Award, the term “Post-Separation Change in Control” means a Change in
Control which follows the Holder’s Separation, but results from the Commencement of a Change in
Control that occurs prior to the Holder’s Separation. For all purposes of this Award, the term
“Commencement of a Change in Control” shall mean the date on which any material action, including
without limitation through a written offer, open-market bid, corporate action, proxy solicitation
or otherwise, is 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 the date of such material action, leads 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.



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3. Restrictions — Forfeiture of SARs. The SARs are subject to the Restriction that, except
as provided in the following sentence, all rights of Holder to any SARs which have not become
Vested SARs automatically, and without notice, shall terminate and shall be permanently forfeited
on the date of Holder’s Separation. The exception referred to in the preceding sentence is that,
if the Commencement of a Change in Control has occurred within 12 months prior to the Holder’s
Separation, any SARs which have not become Vested SARs will remain outstanding through the first
anniversary of the Commencement of a Change in Control.



4. Amount Payable, and Form of Payment, on Exercise of SAR.




     (a) Amount Payable on Exercise of SAR. Upon the Holder’s exercise of the a Vested SAR, the
Holder shall be entitled to receive the SAR Spread, determined as of the date of exercise of the
SAR Agreement, with respect to each SAR exercised on such date. The SAR Spread is the product of
(i) the excess of the Fair Market Value of a Share on the date of exercise over the Grant Value,
multiplied by (ii) the number of SARs exercised.



     (b) Form of Payment. Within a reasonable period following the exercise of a Vested SAR, the
Holder will receive Shares having a Fair Market Value, as determined on the date of exercise of the
Vested SAR, equal to the SAR Spread described in Section 4(a) above. Without limiting the
generality of the foregoing, the Holder may choose to use a portion of such Shares to satisfy some
or all of such Holder’s withholding obligations under Section 5(b) of this SAR Agreement.


5. Exercise of SAR Agreement. This SAR Agreement shall not be exercisable prior to the
first date on which a portion of the SARs become Vested SARs, and thereafter (and prior to the
termination of this SAR Agreement), this SAR Agreement shall be exercisable, in whole or in part,
with respect to Vested SARs.




     (a) Method of Exercise. Without limitation, this SAR Agreement shall be exercised by
a written notice delivered to the Administrator which shall:




	 	(i)	 	state the election to exercise the SAR Agreement and the
number of Vested SARs in respect of which it is being exercised; and
	 
	 	(ii)	 	be signed by the person or persons entitled to exercise the
SAR Agreement and, if the SAR Agreement is being exercised by any person or
persons other than the Holder, be accompanied by proof, satisfactory to the
Administrator, of the rights of such person or persons to exercise the SAR
Agreement.





     (b) Withholding. Upon the exercise of the SAR, the minimum withholding required to be
made by the Company shall be paid by the Holder to the Administrator in cash, or by the delivery of
Shares, which Shares may be in whole or in part Shares acquired through the exercise of this SAR
Agreement, based on the Fair Market Value of such Shares on the date of delivery.



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     (c) Issuance of Shares. No person shall be, or have any of the rights or privileges
of, a holder of the Shares which would be delivered as a result of the exercise of this SAR
Agreement unless and until certificates representing such Shares shall have been issued and
delivered to such person, such issuance, without limitation, being subject to the terms of the
Plan.



     (d) Surrender of SAR Agreement. Upon exercise of this SAR Agreement in part, if
requested by the Administrator, the Holder shall deliver this SAR Agreement and other written
agreements (if any) executed by the Company and the Holder with respect to this SAR Agreement to
the Administrator who shall endorse or cause to be endorsed thereon a notation of such exercise and
return the SAR Agreement (and other agreements, if any) to the Holder.


6. Term of SAR Agreement. Without limitation, the unexercised portion of this SAR
Agreement shall automatically and without notice terminate at the time of the earliest to occur of
the following:





	 	(i)	 	the 90th day following Holder’s Separation for any reason
except death, Disability, for Cause or if Holder’s Separation occurs within 12
months following a Commencement of a Change in Conrol;
	 
	 	(ii)	 	immediately upon Holder’s Separation as a result, in whole or
in material part, of a discharge for Cause;
	 
	 	(iii)	 	the first anniversary of Holder’s Separation by reason of
death or Disability;
	 
	 	(iv)	 	the first anniversary of a Commencement of a Change in
Control only if (a) no actual Change in Control occurs and (b) Holder’s
Separation occurs within 12 months prior to the Commencement of a Change in
Control;
	 
	 	(v)	 	the 90th day following the Holder’s
Post-Separation Change in Control; or
	 
	 	(vi)	 	the seventh (7th) anniversary of the Date of Grant.




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7.
No Transfers Permitted. Neither this SAR Agreement nor the SARs are transferable by
Holder otherwise than by will or the laws of descent and distribution and, so long as an Holder
lives, only Holder or his or her guardian or legal representative shall have the right to exercise
Vested SARs.



8.
No Right To Continued Employment. Neither the Plan, nor this SAR Agreement, shall
confer upon Holder any right with respect to continuation of employment by the Company, or any
right to provide services to the Company, nor shall it interfere in any way Holder’s right to
terminate employment, or the Company’s right to terminate Holder’s employment, at any time.



9. Law Governing. WITHOUT LIMITATION, THIS SAR AGREEMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF DELAWARE.




     Dated as of this                      day of                     , 200___.



	 	 	 	 	 	 	 
	 

	 	 	 	DENBURY RESOURCES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

Gareth Roberts, President & CEO
	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	 	 	 
	 

	 	 	 	 

Phil Rykhoek, Sr. Vice President & CFO
	 	 






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Acknowledgment




     The undersigned hereby acknowledges (i) my receipt of this SAR Agreement, (ii) my opportunity
to review the Plan, (iii) my opportunity to discuss this SAR Agreement 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 SAR Agreement 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 SAR Agreement 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 SAR Agreement, or both) of the Administrator upon any questions arising under the
Plan, or this SAR Agreement, or both.



     Dated as of this                      day of                     , 200_.



	 	 	 	 	 
	 

	 	 

          Holder
	 	 







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