EXHIBIT 10.49
**BRIGHAM EXPLORATION COMPANY**
**NON-QUALIFIED STOCK OPTION AGREEMENT**
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this“Agreement”), made and entered into effective as of the 28th day of April 2009, by and between BrighamExploration Company, a Delaware corporation (the “Company”), and**     ** (“Director”);
WITNESSETH:
WHEREAS, the Compensation Committee of the Board ofDirectors of the Company (the “Board”) has approved the grant of non-qualified stock options to Director;
WHEREAS, the stockholders of the Company have also approvedthe grant of the non-qualified stock options to Director; and
WHEREAS, subject to the terms and conditions hereinprovided, this Agreement evidences the grant of an option to Director;
NOW, THEREFORE, in consideration of the premises and themutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Grant of Option and Option Period. TheCompany hereby grants to Director as of the effective date of this Agreement (the “Grant Date”), subject tothe provisions of Section 2 hereof and as hereinafter set forth, an option (the “Option”) to purchase**40,000**shares of Common Stock, par value $.01 per share, of the Company (“Common Stock”) at theprice of **$2.21**per share (such price being 100% of the Fair Market Value of a share of Common Stock as of thedate of grant), at any time or (with respect to partial exercises) from time to time during a period commencing on thefirst anniversary of the Grant Date and ending on April 28, 2019 (the “Option Period”), provided thatthe number of shares purchasable hereunder in any period or periods of time during which the Option is exercised shallbe limited as follows:
(a) only 20% of such shares arepurchasable, in whole at any time or in part from time to time, commencing April 28, 2010, if the Director servesas director until that date;
(b) an additional 20% of such sharesare purchasable, in whole at any time or in part from time to time, commencing April 28, 2011, if the Directorserves as director until that date;
(c) an additional 20% of such sharesare purchasable, in whole at any time or in part from time to time, commencing April 28, 2012, if the Directorserves as director until that date;
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EXHIBIT 10.49
(d) an additional 20% of such sharesare purchasable, in whole at any time or in part from time to time, commencing April 28, 2013, if the Directorserves as director until that date; and
(e) the remainder of such shares arepurchasable, in whole at any time or in part from time to time, commencing April 28, 2014, if the Director servesas director until that date.
This option is a nonqualified stock option and is notintended to qualify as an incentive stock option under Section 422 of the Code.
2. Termination of Service. Any provision ofSection 1 hereof to the contrary notwithstanding:
(a) If Director ceases to be a memberof the Board on account of Director’s (i) fraud or intentional misrepresentation or (ii) embezzlement,misappropriation or conversion of assets or opportunities of the Company or any direct or indirect majority-ownedsubsidiary of the Company, then the Option shall automatically terminate and be of no further force or effect as of thedate Director ceases to be a member of the Board;
(b) If Director shall die during theOption Period while a member of the Board (or during the additional three-month period provided by Section 2(c)hereof), the Option may be exercised, to the extent that Director was entitled to exercise it at the date ofDirector’s death, only within one year after such death (but not beyond the Option Period), by the executor oradministrator of the estate of Director or by the person or persons who shall have acquired the Option directly fromDirector by bequest or inheritance; and
(c) If Director ceases to be a memberof the Board for any reason (other than the circumstances specified in paragraphs (a) and (b) of thisSection 2) within the Option Period, including the failure of the stockholders of the Company to reelect Directoras a director, the Option may be exercised, to the extent Director was able to do so at the date of termination of thedirectorship, only within three months after such termination (but not beyond the Option Period).
3. Agreement of Director. As consideration forthe Company’s grant of the Option, Director agrees to continue to serve the Company as a director at the pleasureof the Company’s stockholders for a continuous period of one year from the Grant Date at the retainer rate andfee schedule, if any, in effect as of the date hereof or at such changed rate or schedule as the Company from time totime may establish; provided, that nothing in this Agreement shall confer upon Director any right to continue as amember of the Board.
4. Exercise of Option. Subject to theprovisions of Section 2, the Option may be exercised, in whole or in part, by Director at any time or (withrespect to partial exercises) from time to time during the Option Period and the method for exercising an Option shallbe by the personal delivery to the Secretary of the Company of, or by the sending by United States registered orcertified mail, postage prepaid, addressed to the Company (to the attention of its Secretary), of, written noticesigned by Director specifying the number of shares of Common Stock with respect to which such
 
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EXHIBIT 10.49
Option is being exercised. Such notice shall be accompanied by the fullamount of the purchase price of such shares, in cash and/or by delivery of shares of Common Stock already owned byDirector having an aggregate Fair Market Value (determined as of the date of exercise) equal to the purchase price,including an actual or deemed multiple series of exchanges of such shares. Any such notice shall be deemed to have beengiven on the date of receipt thereof (in the case of personal delivery as above-stated) or on the date on which thesame was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent asabove-stated. In addition to the foregoing, promptly after demand by the Company, Director shall pay to the Company anamount equal to applicable withholding taxes, if any, due in connection with such exercise. No shares of Common Stockshall be issued upon exercise of an Option until full payment therefor and for all applicable withholding taxes hasbeen made, and Director shall have none of the rights of a shareholder until shares of Common Stock are issued toDirector.
5. Delivery of Certificates Upon Exercise of theOption. Delivery of a certificate or certificates representing the purchased shares of Common Stock shall be madepromptly after receipt of notice of exercise and payment of the purchase price and the amount of any withholding taxesto the Company, if required, provided that the Company shall have such time as it reasonably deems necessary to qualifyor register such shares under any law or governmental rule or regulation that it deems desirable or necessary.
6. Adjustments Upon Changes in Common Stock. Inthe event that before delivery by the Company of all the shares in respect of which the Option is granted, the Companyshall have effected a Common Stock split or dividend payable in Common Stock, or the outstanding Common Stock of theCompany shall have been combined into a smaller number of shares, the shares still subject to the Option shall beincreased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and thepurchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optionedshares shall remain the same as immediately prior to such split, dividend or combination. In the event of areclassification of Common Stock not covered by the foregoing, or in the event of a liquidation, separation orreorganization, including a merger, consolidation or sale of assets, the Board shall make such adjustments, if any, asit may deem appropriate in the number, purchase price and kind of shares still subject to the Option.
7. Transferability. The Option evidenced herebyis not transferable otherwise than by will or by the laws of descent and distribution or with the consent of the Board,and during the lifetime of Director is exerciseable only by Director or his or her guardian or legal representative orby transferees of the Director in such circumstance as the Board may approve.
8. Defined Terms. “Fair MarketValue” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listedon a national securities exchange, the mean between the highest and lowest sales price per share of Common Stock on theconsolidated transaction reporting system for the principal national securities exchange on which shares of CommonStock are listed on that date, or, if there shall have been no such sale so reported on that date, on the lastpreceding date on which such a sale was so reported, (ii) if shares of Common Stock are not so listed but arequoted on the Nasdaq National Market, the mean between the highest and lowest sales price per share of Common Stockreported by the Nasdaq National Market on that date, or, if there shall have been no such sale so reported on thatdate, on the last preceding date on which
 
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such a sale was so reported, (iii) if the Common Stock is not so listedor quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available forsuch date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq NationalMarket, or, if not reported by the Nasdaq National Market, by the National Quotation Bureau Incorporated or(iv) if shares of Common Stock are not publicly traded, the most recent value determined in good faith by theBoard for such purpose.
9. Applicable Law. All questions arising withrespect to the provisions of this Agreement shall be determined by application of the internal laws (and not theprinciples relating to conflicts of laws) of the State of Texas except to the extent preempted by Federal law.
IN WITNESS WHEREOF, the parties hereto have executed thisAgreement on the date first above written.
The “Company”
BRIGHAM EXPLORATION COMPANY
By: