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EXHIBIT 10(aa)


			
	 	 	 
	2,000 Shares
	 	Date of Grant: January 2, 2007          
	 	 	 





RESTRICTED STOCK AWARD




CLIFF VESTING AWARDS




2004 OMNIBUS STOCK AND INCENTIVE PLAN




FOR DENBURY RESOURCES INC.




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



     WHEREAS, the Company desires to grant to the Holder 2,000 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
will be issued by the Company in the Holder’s name and be issued and outstanding for all purposes
(except as provided below or in the Plan) but held by the Company (together with the stock power
set forth below) 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 2,000 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”) and become non-forfeitable on the occurrence of the earliest of the
dates (“Vesting Date”) set forth in (a) through (d) immediately below:





	 	(a)	 	January 2, 2010




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	 	(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.





     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.


3. Restrictions — Forfeiture of Award Restricted Shares. The Award Restricted Shares are
subject to the Restriction that, except as provided in the following sentence, all rights of Holder
to any Award Restricted Shares which have not become Vested Shares automatically, and without
notice, shall terminate and shall be permanently forfeited on the date of Holder’s Separation.
Notwithstanding the forgoing, if there is a Post-Separation Change in Control, the previously
forfeited Award Restricted Shares shall be reinstated as Vested Shares and, for all purposes of
this Award, Holder will be deemed to have Separated on the day after such Post-Separation Change in
Control.



4. Withholding. Unless otherwise advised by the Holder, there will be no tax withholding
with respect to this Award.



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 become Retained Vested Shares, as
defined below. Notwithstanding the foregoing, on the date Award Restricted Shares become Vested
Shares, the Administrator shall deliver to the Holder forty percent (40%) of the Vested Shares, and
shall retain sixty percent (60%) of the Vested Shares (“Retained Vested Shares”) in escrow until
the date of Holder’s Separation, and as soon as reasonably possible 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. 





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7. 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.



8. No Right To Continued Employment. Neither the Plan nor this Award shall confer upon the
Holder any right to continue to serve as a director of the Company, nor shall interfere in any way
with Holder’s right to resign or otherwise terminate participation on the board.



9. Governing Law. without limitation, This Award shall be construed and enforced in
accordance with and governed by the laws of delaware. 



10. 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.



11. 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 2nd day of January, 2007.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	DENBURY RESOURCES INC.

	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	Gareth Roberts
	 	 	 	Phil Rykhoek
	 

	 	 	 	President and CEO
	 	 	 	Senior VP, CFO and Secretary






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Assignment Separate From Certificate




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Denbury Resources
Inc. the 2,000 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                     , 2007.



	 	 	 
	 

	 	 
	 

	 	Holder






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