Exhibit 10.7





Exhibit 10.7




BRIGHAM EXPLORATION COMPANY




AMENDMENT

TO

NON-QUALIFIED STOCK OPTION AGREEMENTS

UNDER

THE 1997 DIRECTOR STOCK OPTION PLAN




This Amendment to Non-Qualified Stock Option Agreements under the 1997 Director Stock Option
Plan (this “Amendment”) is made effective as of September 23, 2009 (the “Effective Date”) by
Brigham Exploration Company (the “Company”).



WHEREAS, in connection with approval by the Board of Directors of the Company of an amendment
to the 1997 Director Stock Option Plan (the “Plan”) to permit the immediate vesting and exercise of
options granted under the Plan upon the occurrence of certain transactions affecting the ownership
of the Company, the Board of Directors of the Company also deemed it to be in the best interest of
the Company and its stockholders to amend all of the outstanding Non-Qualified Stock Option
Agreements Under the 1997 Director Stock Option Plan (the “Plan Agreements”) to permit the
immediate vesting and exercise of options upon the occurrence of certain transactions affecting the
ownership of the Company; and



WHEREAS, the Company has prepared this Amendment to further evidence the approval by the Board
of Directors of the Company of the amendment to the Plan Agreements 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 Plan
Agreements as follows:



1. Section 6 of each of the Plan 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
Plan Agreements shall remain in full force and effect.




IN WITNESS WHEREOF, this Amendment has been executed as of the Effective Date.



	 	 	 	 	 
	 	BRIGHAM EXPLORATION COMPANY

 	 
	 	By:  	/s/ Ben M. Brigham
 	 
	 	 	Ben M. Brigham