exv10wxzy



 




Exhibit 10(z)     


			
	 	 	 
	****** Maximum Performance Shares
	 	Date of Grant: January 2, 2007          
	 	 	 





2007 PERFORMANCE STOCK AWARD




2004 OMNIBUS STOCK AND INCENTIVE PLAN




FOR DENBURY RESOURCES INC.




     PERFORMANCE STOCK AWARD (“Award”) made effective January 2, 2007 (“Date of Grant”) between
Denbury Resources Inc. (the “Company”) and                                          (“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 ****** 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 ****** 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.



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     (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, or if no such forecast is adopted prior to the beginning of such Fiscal Year, then the first
forecast of Capital Spending of the Company approved by the Board during such Fiscal Year.



     (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.



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     (l) “Performance Period” means the period beginning on January 1, 2007, and
ending on December 31, 2009.



     (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 ****** 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 of (i) the sum
of the Annual Tertiary Production Percentage earned each Fiscal Year during the Performance Period,
divided by (ii) three (3).



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	 	 	Average Annual Tertiary	 	Performance
	 	 	Production Percentage	 	
 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) Annual Tertiary Production Percentage. For purposes of this Award, the
“Annual Tertiary Production Percentage” is calculated each Fiscal Year during the Performance
Period, and means, for such Fiscal Year, 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.



     (c) 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.



     (d) Tertiary Oil Production Forecast. For purposes of this Award, “Tertiary
Oil Production Forecast” means, for each Fiscal Year during the Performance Period, the product of
(x) the forecast of the tertiary oil production of the Company for such Fiscal Year, which is
adopted by the Committee preceding such Fiscal Year, or if no such forecast is adopted by the
Committee prior to the beginning of such Fiscal Year, then the first forecast of tertiary oil
production of the Company adopted by the Committee during such Fiscal Year; but, in either case,
such forecast may not be less than the forecast of tertiary oil production of the Company disclosed
to the public, multiplied by (y) the Capital Spending Adjustment, if any, for such Fiscal Year.



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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 the quotient of
(i) the sum of the Annual Corporate Production Percentage earned each Fiscal Year during the
Performance Period, divided by (ii) three (3).



	 	 	 	 	 	 	 	 	 
	 	 	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) Annual Corporate Production Percentage. For purposes of this Award, the
“Annual Corporate Production Percentage” is calculated each Fiscal Year during the Performance
Period, and 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.



     (c) 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.



     (d) Corporate Production Forecast. For purposes of this Award, “Corporate
Production Forecast” means, for each Fiscal Year during the Performance Period, the



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product of (i)
the forecast of Corporate Production (in BOEs) of the Company which will be adopted by the
Committee preceding such Fiscal Year, or if no such forecast is adopted by the Committee prior to
the beginning of such Fiscal Year, then the first forecast of such Corporate Production (in BOEs)
adopted by the Committee during such Fiscal Year, but, in either case, such forecast may not be
less than the forecast of Corporate Production (in BOEs) disclosed to the public, multiplied by
(ii) the Capital Spending Adjustment, if any, for such Fiscal Year.


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:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Peer Group Efficiency	 	Performance
	 	 	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).



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     (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, 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.



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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:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
	 	 	Reserve Replacement	 	Performance 
	 	 	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	 






     (b) Initial Reserves. For purpose of this Award, “Initial Reserves” means
the total Company proved reserve quantities as of December 31, 2006 expressed in BOEs as estimated
by DeGolyer and MacNaughton, independent petroleum engineers and disclosed in the Company’s Form
10-K Report for 2006.



     (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



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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:



	 	 	 	 	 	 	 	 	 
	 	 	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



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     (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.



     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.



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     (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.



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. Notwithstanding any provision hereof or of the Plan to the contrary, Holder will
not be entitled to delivery of Retained Earned Shares on the Delivery Date. For all purposes
hereof, “Retained Earned Shares” means one-third (33 1/3%) of Holder’s Earned Shares. The Retained
Earned Shares will be held in escrow until the date of Holder’s Separation, and as soon as
reasonably possible after such Separation (not to exceed 30 days after such Separation), the
Company shall deliver all such Retained Earned Shares to Holder. During the period in which the
Company holds the Retained Earned Shares, for purposes of this Award and the Plan, they will be
deemed to be Restricted Shares, so that, for example, Holder will have voting rights and will be
entitled to receive Restricted Share Distributions on the Retained Earned Shares, except Holder
shall not be entitled to receive Restricted Share Distribution made in the form of Shares, but
rather such Shares will be retained by the Company as additional Retained Earned Shares. 



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


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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. Once each year, 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.



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, 2007.



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	 	 	 	 	 	 	 	DENBURY RESOURCES INC.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:
	 		 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	Gareth Roberts
	 	 	 	           Phil Rykhoek
	 

	 	 	 	President and CEO
	 	 	 	Senior VP, CFO and Secretary






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                     , 2007.



	 	 	 
	 

	 	 
	 

	 	Holder






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