Exhibit 10.5









Exhibit 10.5




BRIGHAM EXPLORATION COMPANY




AMENDMENT TO

NON-QUALIFIED STOCK OPTION AGREEMENTS




     This Amendment to Non-Qualified Stock Option Agreements (the “Amendment”) is made effective as
of                     , 2009 by Brigham Exploration Company, a Delaware corporation (the “Company”).



W I T N E S S E T H:




     WHEREAS, the Company has granted Options to Director which were not issued under the terms of
the Brigham Exploration Company 1997 Director Stock Option Plan; and



     WHEREAS, the Company and Director have entered into Non-Qualified Stock Option Agreements
which reflect the terms of these Options and are listed on Exhibit A attached hereto (the
“Agreements”); and



     WHEREAS, the Agreements do not permit the immediate vesting and exercise of Options upon the
occurrence of certain transactions affecting the ownership of the Company; and



     WHEREAS, the Company now desires to permit the immediate vesting and exercise of Options upon
the occurrence of certain transactions affecting the ownership of the Company;



     NOW, THEREFORE, in consideration of the premises, the Company does hereby amend the Agreements
as follows:



     1. Section 6 of the Agreements is hereby amended by the addition of the following paragraph:




If any “person,” as that term is defined in Section 3(a)(9) of the Securities
Exchange Act of 1934 (the “Exchange Act”) (other than the Company, any of its
subsidiaries, any employee benefit plan of the Company or any of its subsidiaries,
or any entity organized, appointed or established by the Company for or pursuant to
the terms of such a plan), together with all “affiliates” and “associates” (as such
terms are defined in Rule 12b-2 under the Exchange Act) of such person, or any
“Person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the
Exchange Act), will become the “beneficial owner” or “beneficial owners” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
securities of the Company representing in the aggregate forty-nine percent (49%) or
more of either the then outstanding shares of Common Stock of the Company or the
voting power of the Company (a “Fundamental Change”), then immediately before and
contingent upon the consummation of the Fundamental Change, any portion of the
Option which is not then vested and exercisable shall become fully vested and
exercisable, so that Director shall have an opportunity to exercise the Option prior
to and contingent upon the consummation of the Fundamental Change. The Company
shall provide to Director at least 30 days’ notice of any pending Fundamental Change
during which period Director may elect to exercise the Option effective immediately
before and contingent upon consummation of such Fundamental Change.



     2. Except as otherwise specifically set forth herein, all other terms and conditions of the
Agreements shall remain in full force and effect.



 









 





     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the date first
written above.



BRIGHAM EXPLORATION COMPANY




	 	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	ACKNOWLEDGED AND AGREED TO BY:	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 

	 	 	,	Director	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 	 	 	 	 





 









 








EXHIBIT A




	 	 	 	 	 
	Date of Grant

	 	Number of Shares
	 	Exercise Price