exv10wxdy






Exhibit 10.(d)




			
	 	 	 
	«B» Maximum Performance Shares
	 	Date of Grant: January 2, 2009






2009 PERFORMANCE STOCK AWARD




2004 OMNIBUS STOCK AND INCENTIVE PLAN




FOR DENBURY RESOURCES INC.




     PERFORMANCE STOCK AWARD (“Award”) made effective January 2, 2009 (“Date of Grant”) between
Denbury Resources Inc. (the “Company”) and «Officer_Name» (“Holder”).



     WHEREAS, Section 17 of the 2004 Omnibus Stock and Incentive Plan For Denbury Resources Inc.
(“Plan”) authorizes the Committee to grant Performance based Awards;



     WHEREAS, the Committee desires to grant to Holder an Award under which Holder can earn a
maximum of «B_Written» («B») Performance Shares based on the performance based factors set forth in
this Award, and subject to all of the provisions, including without limitation the Vesting
provisions, of the Plan and this Award;



     WHEREAS, no Performance Shares will be issued or outstanding until they are delivered to
Holder or become Retained Earned Shares; 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. Performance Share Grant. The Company hereby grants Holder the right to earn, Vest in,
and receive delivery of, on the Delivery Date up to «B_Written» («B») Reserved Shares (“Performance
Shares”) subject to the terms and conditions set forth in the Plan and in this Award.



     2. Definitions. All words capitalized herein that are defined in the Plan shall have the
meaning assigned them in the Plan; other capitalized words shall have the following meaning, or
shall be defined elsewhere in this Award:



     (a) “BOE” means Barrels of Oil Equivalent, and for all purposes hereof, will be
calculated using the ratio of one barrel of crude oil, condensate or natural gas liquids to 6 Mcf
of natural gas.



A-1









 





     (b) “Capital Spending” means expenditures capitalized for accounting purposes related
to oil, natural gas or carbon dioxide, but excluding acquisition costs, and capitalized interest,
all as reported in its audited financial statements by the Company in its Form 10-K for the
appropriate Fiscal Year.



     (c) “Capital Spending Adjustment” means a percentage with respect to each Fiscal Year
during the Performance Period which is equal to (i) 100%, minus (ii) the product of (x) the
quotient (rounded up to 2 decimal places and expressed as a percentage) of (A) the excess (if any)
of the Capital Spending Forecast for such Fiscal Year over the actual Capital Spending for such
Fiscal Year, divided by (B) the Capital Spending Forecast for such Fiscal Year, multiplied by (y)
25%.



     (d) “Capital Spending Forecast” means, with respect to each Fiscal Year, the
forecast/budget of the Capital Spending of the Company approved by the Board preceding such Fiscal
Year, and for 2009 shall be $750 million.



     (e) “Committee Percentage Point Reduction” means the number (if any) of Performance
Percentage Points (not in excess of the Committee Percentage Point Reduction Limitation) by which
the Committee reduces Holder’s Performance Percentage Points in accordance with Section 7 hereof.



     (f) “Committee Percentage Point Reduction Limitation” means the lesser of (i) forty
(40) Performance Percentage Points, and (ii) the product of (x) Holder’s Performance Percentage
Points earned during the Performance Period as determined prior to the application of the Committee
Percentage Point Reduction, multiplied by (y) twenty-five percent (25%).



     (g) “Delivery Date” means the date on which Vested Earned Shares (other than Retained
Earned Shares and Performance Shares delivered under 8(b)) are delivered to Holder, which shall be
any date selected by the Committee which is not later than 30 days after the Vesting Date or such
later date as may be caused by unusual circumstances beyond the reasonable control of the
Committee.



     (h) “Disability” means, without limitation, the same as it does in the Plan.



     (i) “Earned Performance Shares” means the number of Performance Shares which are
earned during the Performance Period as described and calculated in Section 8.



     (j) “Fiscal Year” means the 12 month period adopted by the Company for financial
reporting purposes.



     (k) “Performance Measure” means, collectively, the (i) the Tertiary Oil Production
Measure, (ii) the Corporate Production Measure, (iii) the Peer Group Efficiency Measure, and (iv)
the Reserve Replacement Measure; provided, further, that when reference to a specific Performance
Measure is intended, reference will be made to such specific Performance Measure.



     (l) “Performance Period” means the period beginning on January 1, 2009, and ending on
December 31, 2009.



A-2









 





     (m) “Performance
Percentage” means the excess of (i) Holder’s aggregate Performance
Percentage Points, over (ii) the Committee Percentage Points Reduction, if any, determined as of
the last day of the Performance Period.



     (n) “Performance Percentage Points” means, collectively, the points, designated as
Performance Percentage Points, earned with respect to each Performance Measure during Performance
Period.



     (o) “Performance Shares” means the number of Reserved Shares subject to this Award, as
shown on the first page of this Award.



     (p) “Post Separation Change in Control” means a Change in Control which follows
Holder’s Separation, but results from the Commencement of a Change in Control that occurs prior to
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.



     (q) “Target Performance Shares” means «C_Written» («C») of the Performance Shares,
which is the number of Performance Shares which will become Earned Performance Shares if Holder’s
Performance Percentage is 100%.



     (r) “Vesting Date” means March 31, 2010.


3. Performance Percentage Points Earned With Respect To The Tertiary Oil Production
Measure.




     (a) Tertiary Production Based Performance Percentage Points. The Performance
Percentage Points which will be credited to Holder with respect to the Tertiary Oil Production
Measure are set forth in the following Chart based on the Average Annual Tertiary Production
Percentage. The “Average Annual Tertiary Production Percentage” means the quotient (rounded to 3
decimal places and then expressed as a percentage) of (x) the Adjusted Tertiary Oil Production for
such Fiscal Year, divided by (y) the Tertiary Oil Production Forecast for such Fiscal Year.



A-3









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Performance
	 	 	Average Annual Tertiary	 	Percentage
	 	 	Production Percentage	 	Points
	A.
	 	110% or more	 	 	60	 
	B.
	 	105% to 109.9%	 	 	50	 
	C.
	 	100% to 104.9%	 	 	40	 
	D.
	 	95% to 99.9%	 	 	30	 
	E.
	 	Less than 95%	 	 	0	 






     (b) Adjusted Tertiary Oil Production. For purposes of this Award, the “Adjusted
Tertiary Oil Production” shall be equal to (i) the actual tertiary oil production of the Company
for such Fiscal Year as reported in the Company’s Form 10-K, or if not specifically reported, then
as determined by the Committee from the underlying documents, minus (ii) the tertiary oil
production related to an oil property acquired during such Fiscal Year, such amount to be the
lesser of (a) the actual tertiary oil production for such Fiscal Year from the acquired property or
incremental property interest (if a material partial interest) or (b) the forecasted oil production
related thereto for such Fiscal Year for the property before any improvements made by the Company
following the acquisition of the property, plus (iii) that portion of the Tertiary Oil Production
Forecast, as defined below which is related to any oil property disposed or sold during such Fiscal
Year for the period during which the Company did not own the oil property.



     (c) Tertiary
Oil Production Forecast. For purposes of this Award, “Tertiary Oil
Production Forecast” means for 2009, 24,500 BOE/d.



4. Performance Percentage Points Earned With Respect To The Corporate Production Measure.




     (a) Corporate Production Based Performance Percentage Points. The Performance
Percentage Points which will be credited to Holder with respect to the Corporate Production Measure
are set forth in the following Chart based on the Average Annual Corporate Production Percentage.
The “Average Annual Corporate Production Percentage” means for such Fiscal Year, the quotient
(rounded to 3 decimal places and then expressed as a percentage) of (x) the Adjusted Corporate
Production of the Company for such Fiscal Year, divided by (y) the Corporate Production Forecast
for such Fiscal Year.



A-4









 





	 	 	 	 	 	 	 	 	 
	 	 	Average Annual	 	 
	 	 	Corporate Production	 	Performance
	 	 	Percentage	 	Percentage Points
	A.
	 	105% or more	 	 	45	 
	B.
	 	102% to 104.9%	 	 	35	 
	C.
	 	100% to 101.9%	 	 	25	 
	D.
	 	97% to 99.9%	 	 	15	 
	E.
	 	Less than 97%	 	 	0	 






     (b) Adjusted Corporate Production. For purposes of this Award, “Adjusted Corporate
Production” means (i) the actual production of oil and natural gas (in BOEs) for the Fiscal Year as
reported in the Company’s Form 10-K (“Corporate Production”), minus (ii) the oil and natural gas
production (in BOEs) related to properties acquired during such Fiscal Year, such amount to be the
lesser of (a) the actual oil and natural gas production (in BOEs) for such Fiscal Year from the
acquired property or incremental property interest (if a partial interest) or (b) the forecasted
oil and natural gas production (in BOEs) related thereto for such Fiscal Year for the property
before any improvements made by the Company following the acquisition of the property, plus (iii)
that portion of the Corporate Production Forecast, as defined below, which is related to any oil or
natural gas property disposed or sold during such Fiscal Year for the period during which the
Company did not own the property.



     (c) Corporate Production Forecast. For purposes of this Award, “Corporate Production
Forecast” means for 2009, 50,000 BOE/d.



5. Performance Percentage Points Earned With Respect To The Peer Group Efficiency Measure.




     The Performance Percentage Points Holder will earn with respect to the Peer Group Efficiency
Measure will be calculated as of the last day of the Performance Period, and will be based on the
Company’s Peer Group Efficiency Percentage for the entire Performance Period. “Peer Group
Efficiency Percentage” means the percentage determined by subtracting (i) from (ii), where (i) is
100%, and (ii) is the quotient (rounded up to 2 decimal places and then expressed as a percentage)
of (x) the Peer Group Efficiency Rank, divided by (y) the total number of Peer Group Members
(including the Company).



     (a) Performance Percentage Points. The Performance Percentage Points which will be
awarded Holder for the Performance Period with respect to the Peer Group Efficiency Measure are set
forth in the following Chart:



A-5









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Performance
	 	 	Peer Group Efficiency	 	Percentage
	 	 	Percentage	 	Points
	A.
	 	81% to 100%	 	 	50	 
	B.
	 	66% to 80%	 	 	40	 
	C.
	 	50% to 65%	 	 	30	 
	D.
	 	26% to 49%	 	 	20	 
	E.
	 	Less than 26%	 	 	0	 






     (b) Peer Group Efficiency Rank. For purposes of this Award, “Peer Group Efficiency
Rank” means, for the Performance Period, the Company’s numeric rank, when the Company and all Peer
Group Members are ranked based on their Performance Period Cost, from the Peer Group Member
(including the Company) with the lowest Performance Period Cost (which would be ranked # 1), to the
Peer Group Member (including the Company) with the highest Performance Period Cost (which would
have a rank equal to the total number of ranked Peer Group Members (including the Company).



     (c) “Peer Group Member” means, for each Fiscal Year during the Performance Period, the
following entities:




     (i) Pioneer Resources




     (ii) Encore Acquisition




     (iii) Swift Energy




     (iv) Newfield Exploration




     (v) St. Mary Land




     (vi) Forest Oil




     (vii) Berry Petroleum




     (viii) Plains Exploration




     (ix) Cimarex Energy




     (x) Cabot Oil and Gas




     (xi) Whiting Petroleum


Any Peer Group Member which ceases to exist during the Performance Period will be deleted,
effective for all purposes hereof, as of the first day of the Performance Period.




     (d) Performance Period Cost. For purposes of this Award, “Performance Period Cost”
means, for the Company, and separately for each Peer Group Member, for the Performance Period, the
sum of (i) Finding Costs per BOE, plus (ii) the quotient of (x) the sum of (a) the total lease
operating expenses (including severance taxes), plus (b) the total general and administrative
expenses (“G&A”), during the Performance Period,



A-6









 







divided by (c) the total oil and natural gas production during the Performance Period
expressed in BOEs (“Total Production”), all as determined by the Committee based on audited
financial statements or other data contained within documents filed by each Peer Group Member and
the Company with the SEC.



     (e) Finding Cost per BOE. For purpose of this Award, “Finding Cost per BOE” means,
for the Company, and separately for each Peer Group Member, the quotient of (i) the costs
associated with finding and developing proved reserves, which includes the acquisition, exploration
and development costs incurred during the Performance Period plus the change in the estimated
future development and abandonment costs relating to such proved reserves during the Performance
Period, divided by (ii) by the sum of (x) the change in total proved reserves quantities expressed
as BOEs during the Performance Period plus (y) the total oil and natural gas production during the
Performance Period expressed in BOEs, plus (z) the total proved reserve quantities expressed in
BOEs which were sold during the Performance Period as reported in the SFAS 69 disclosures
(“Disposed Reserves”), with all as determined based on audited financial statements or other data
contained within documents filed by each Peer Group Member and the Company with the SEC.



6. Performance Percentage Points Earned With Respect To The Reserve Replacement Measure.




     The Performance Percentage Points Holder will earn with respect to the Reserve Replacement
Measure will be based on the Company’s Reserve Replacement Percentage for the entire Performance
Period. “Reserve Replacement Percentage” means the quotient (rounded up to 3 decimal places and
then expressed as a percentage) of (i) the Final Reserves less the Initial Reserves, divided by
(ii) Total Production for the Company.



     (a) Performance Percentage Points. The Performance Percentage Points which will be
awarded Holder for the Performance Period with respect to the Reserve Replacement Measure are set
forth in the following Chart:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Performance
	 	 	Reserve Replacement	 	Percentage
	 	 	Percentage	 	Points
	A.
	 	300% or more	 	 	45	 
	B.
	 	200% to 299%	 	 	35	 
	C.
	 	150% to 199%	 	 	25	 
	D.
	 	100% to 149%	 	 	15	 
	E.
	 	Less than 100%	 	 	0	 






A-7









 






     (b) Initial Reserves. For purpose of this Award, “Initial Reserves” means the total
Company proved reserve quantities as of December 31, 2008 expressed in BOEs as estimated by
DeGolyer and MacNaughton, independent petroleum engineers and disclosed in the Company’s Form 10-K
Report for 2008.



     (c) Final Reserves. For purposes of this Award, “Final Reserves” means the sum of (i)
the total Company proved reserve quantities on the last day of the Performance Period expressed in
BOEs as estimated by DeGolyer and MacNaughton or the Company’s then current independent petroleum
engineer, determined using the same price deck as was used by the Company in calculating the
Initial Reserves, plus (ii) the Uneconomic Reserves, plus (iii) the Disposed Reserves, plus (iv)
Total Production. The “Uneconomic Reserves” are those proved undeveloped reserves expressed in
BOEs which were included in the Initial Reserves, but are not considered proved undeveloped
reserves on the last day of the Performance Period solely because the price deck used to price oil
and natural gas products and/or the prices used to estimate the capital costs required to develop
the proved undeveloped reserves as of the last day of the Performance Period have changed from
those used in the Initial Reserve report such that the extraction of such otherwise proved reserves
is uneconomic (i.e. Uneconomic Reserves cannot be reserves excluded from the Final Reserves because
drilling activity during the period changed the status or evaluation of the undeveloped reserves,
or because the Company no longer holds the acreage or interest, or because factors other than
commodity prices or changes in the estimated capital costs have made the project uneconomic). The
"Disposed Reserves” are those proved reserves quantities expressed in BOEs which were sold during
the Performance Period as reported as such in the Company’s Form 10-K SFAS 69 disclosures.



7. Committee’s Reduction of Performance Percentage Points.




     Notwithstanding any provision hereof to the contrary, the Committee, in its sole discretion,
by written notice to Holder not later than 15 days prior to the Vesting Date, may reduce Holder’s
otherwise earned Performance Percentage Points by applying a Committee Percentage Point Reduction.



     (a) Performance Percentage Points Reduction. The Committee will make its determination
of the Committee Percentage Point Reduction amount (if any) based on the Committee’s subjective
evaluation of Company performance with respect to each of the four Additional Committee Evaluation
Factors listed in (b) below, which evaluation will determine the amount of the Performance
Percentage Points reduction for each such Additional Committee Evaluation Factor based on the Chart
below, and the sum of those reductions, but not in excess of the Committee Percentage Point
Reduction Limitation, will be Committee Percentage Point Reduction for the Performance Period:



A-8









 





	 	 	 	 	 	 	 	 	 
	 	 	Committee’s Determination of	 	Reduction in
	 	 	the Level of Performance With	 	Performance
	 	 	Respect to each Committee	 	Percentage
	 	 	Evaluation Factor	 	Points
	A.
	 	Above Average	 	 	0	 
	B.
	 	Average	 	 	5	 
	C.
	 	Below Average	 	 	10	 






     (b) For purposes of this Award, the “Additional Committee Evaluation Factors” (each of which
may cause a reduction of up to 10 Performance Percentage Points) are:




     (i) the Company’s compliance with such corporate governance factors as the ability to
obtain an unqualified auditors’ opinion on the Company’s financial statements, and avoid
any financial restatements,




     (ii) the Company’s maintenance of a reasonable debt-to-capital and/or debt-to-cash
flow ratio,




     (iii) the Company’s record as to health, safety and environmental compliance and
results, and




     (iv) the increase in the net asset value per share of Company stock, determined after
excluding the effects, to the extent reasonably practical, caused by fluctuations in
commodity prices and capital and operating costs or other factors which are generally not
controllable by the Company.



     8. Earning Performance Shares.



     (a) Earned Performance Shares. The number of Earned Performance Shares shall be equal
to the product of (i) the Target Performance Shares, multiplied by (ii) the Performance Percentage.
The Committee will determine, and the Administrator will advise Holder, of Holder’s Performance
Percentage as soon as reasonably possible after the last day of the Performance Period.



     (b) Change in Control. Notwithstanding the foregoing and any other provision hereof
to the contrary, if a Change in Control occurs during the Performance Period then, regardless of
the Performance Percentage at the date of the Change in Control, Holder will be entitled to receive
delivery of all of the Target Performance Shares (notwithstanding any provision hereof to the
contrary, none of which Target Performance Shares will be retained by the Company other than as
payment for withholding) as soon as reasonably possible following such Change in Control, and
Holder permanently shall forfeit the right to receive any other Performance Shares.



A-9









 





9. Vesting (and Forfeiture) of Earned Performance Shares.



     (a) No Separation Prior to the Vesting Date. If Holder does not Separate prior to the
Vesting Date, Holder will be 100% Vested in the Earned Shares.



     (b) Forfeiture. Except to the extent expressly provided in (i), (ii), (iii), or (iv)
below, Holder permanently will forfeit all rights with respect to all Performance Shares upon the
date of his Separation, if such Separation occurs prior to the Vesting Date.




     (i) Death. If Holder Separates by reason of death prior to the Vesting Date,
Holder’s Beneficiary will be entitled to receive Performance Shares in an amount equal to
the number of Target Performance Shares (and does not have any right to receive any other
Performance Shares) as soon as reasonably possible after Holder’s death.




     (ii) Disability. If Holder Separates by reason of a Disability prior to the
Vesting Date, Holder will be entitled to receive Performance Shares in an amount equal to
the number of Target Performance Shares (and does not have any right to receive any
additional Performance Shares) as soon as reasonably possible following the Date on which
the Committee determines that Holder is Disabled.




     (iii) Post Separation Change in Control. If there is a Post Separation Change
in Control, Holder will be entitled to receive Performance Shares in an amount equal to the
number of Target Performance Shares (and does not have any right to receive any additional
Performance Shares) as soon as reasonably possible after the date of the Change in Control.




     (iv) Retirement. If Holder Separates after reaching Holder’s Retirement
Vesting Date and prior to the Vesting Date, Holder will be entitled to receive only that
percentage (if any) of the Performance Shares as shall be determined by the Committee in
writing (and does not have any right to receive any additional Performance Shares). In
making its determination, the Committee will take into account the percentage of the
Performance Period completed by the date of Holder’s Separation, and its best estimate of
the Performance Percentage Points Holder has earned by the date of Holder’s Separation and
is expected to earn during portion of the Performance Period occurring after the date of
Holder’s Separation. The Committee will make its determination, and Holder will receive
the Performance Shares (if any) as determined by the Committee, within a reasonable time
after Holder’s Separation.


10. Withholding. On the Vesting Date, the minimum federal income tax withholding required
to be made by the Company shall be paid by Holder (or Holder’s Beneficiary) to the Administrator in
cash, by delivery of Shares, or by authorizing the Company to retain Earned Shares, or a
combination thereof; provided, further, that where Shares or Earned Shares are delivered or
retained, the satisfaction of Holder’s obligation hereunder will be based on the Fair Market Value
on the Vesting Date of such delivered or retained Shares.




A-10









 







11. Issuance of Shares. Without limitation, Holder shall not have any of the rights and
privileges of an owner of any of the Performance Shares (including voting rights) until the Vesting
Date. The Administrator shall deliver the Vested Shares (reduced by the number of Vested Shares
delivered to the Administrator to pay required withholding under section 10 above) to the Holder as
soon as reasonably possible following vesting. The Holder agrees to hold and retain the required
number of Vested Shares as specified in the Company’s stock ownership guidelines, as potentially
modified from time to time.



12. Administration. Without limiting the generality of the Committee’s rights, duties and
obligations under the Plan, the Committee shall have the following specific rights, duties and
obligations with respect to this Award. Without limitation, the Committee shall interpret
conclusively the provisions of the Award, adopt such rules and regulations for carrying out the
Award as it may deem advisable, decide conclusively all questions of fact arising in the
application of the Award, certify the extent to which Performance Measures have been satisfied and
the number of Performance Percentage Points earned, exercise its right to reduce Performance
Percentage Points, and make all other determinations and take all other actions necessary or
desirable for the administration of the Award. The Committee is authorized to change any of the
terms or conditions of the Award in order to take into account any material unanticipated change in
the Company’s operations, corporate structure, assets, or similar change, but only to the extent
such action carries out the original purpose, intent and objectives of the Award. All decisions
and acts of the Committee shall be final and binding upon Holder and all other affected parties.



13. Beneficiary. Holder’s rights hereunder shall be exercisable during Holder’s lifetime
only by Holder or Holder’s legal representative. Holder may file with the Administrator a written
designation of beneficiary (such person(s) being his “Beneficiary”), on such form as may be
prescribed by the Administrator. Holder may, from time to time, amend or revoke a designation of
Beneficiary. If no designated Beneficiary survives Holder, the Holder’s estate shall be deemed to
be Holder’s Beneficiary.



14. Holder’s Access to Information. As soon as reasonably possible after the close of the
preceding Fiscal Year, the Committee (and the Administrator to the extent it shall have been
directed by the Committee) shall make all relevant annually determined calculations and
determinations hereunder, and shall communicate such information to the Administrator. The
Administrator will furnish all such relevant information to Holder as soon as reasonably possible
following the date on which all, or a substantial majority, of the information is available.



15. 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 Earned Shares.



16. No Right To Continued Employment. Neither the Plan nor this Award shall confer upon
Holder any right to continue to serve in the employ of the Company nor interfere in any way with
Holder’s right to resign.




A-11









 







17. Governing Law. Without limitation, this Award shall be construed and enforced in
accordance with and governed by the laws of Delaware.



18. 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.



19. Waivers. Any waiver of any right granted pursuant to this Award shall not be valid
unless it is in writing and signed by the party waiving the right. Any such waiver shall not be
deemed to be a waiver of any other rights



20. 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 this Award to be executed on its behalf by its duly
authorized representative and Holder has hereunto set his or her hand, all on the day and year
first above written.



     Dated as of this 2nd day of January, 2009.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	DENBURY RESOURCES INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	  

Gareth
Roberts
	 	 	 	  

Phil
Rykhoek
	 	 
	 

	 	 	 	President and CEO
	 	 	 	Senior VP, CFO and Secretary	 	 






A-12









 






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, factual
determinations, and/or interpretations (including, without limitation, all interpretations of the
meaning of provisions of the Plan, or Award, or both) of the Committee upon any questions arising
under the Plan, or this Award, or both.



Dated as of this                      day of                                         , 2009.



	 	 	 	 	 
	 
	 

	 	 

«Officer_Name»
	 	 







A-13