Exhibit 10.4**PARALLEL PETROLEUM CORPORATION****1998 STOCK OPTION PLAN****I. Purpose of the Plan**     The Parallel Petroleum Corporation 1998 Stock Option Plan (the “Plan”) is intended to providea means whereby certain employees of Parallel Petroleum Corporation, a Delaware corporation (the“Company”), and its subsidiaries may develop a sense of proprietorship and personal involvement inthe development and financial success of the Company, and to encourage them to remain with anddevote their best efforts to the business of the Company, thereby advancing the interests of theCompany and its stockholders. Accordingly, the Plan provides for granting certain employees theoption (“Option”) to purchase shares of the common stock of the Company (“Stock”), as hereinafterset forth. Options granted under the Plan to employees may be either incentive stock options,within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),(“Incentive Stock Options”) or options which do not constitute Incentive Stock Options.**II. Administration**     The Plan shall be administered by the Board of Directors of the Company (the “Board”) or by acommittee (the “Committee”) of two or more directors of the Company appointed by the Board. If aCommittee is not appointed by the Board, the Board shall act as and be deemed to be the Committeefor all purposes of the Plan. The Committee shall have sole authority (within the limitationsdescribed herein) to select the employees who are to be granted Options hereunder and to establishthe number of shares which may be issued to employees under each Option and to prescribe the formof the agreement embodying awards of Options. The Committee is authorized to interpret the Planand may from time to time adopt such rules and regulations, consistent with the provisions of thePlan, as it may deem advisable to carry out the Plan. All decisions made by the Committee inselecting the employees to whom Options shall be granted, in establishing the number of shareswhich may be issued to employees under each Option and in construing the provisions of the Planshall be final. No member of the Board shall be liable for anything done or omitted to be done bysuch member or by any other member of the Board in connection with the Plan, except for suchmember’s own willful misconduct or as expressly provided by statute.
 

 
**III. Option Agreements**; **Terms and Conditions**     Each Option granted under the Plan shall be evidenced by an agreement and shall contain suchterms and conditions, and may be exercisable for such periods, as the Committee shall prescribefrom time to time in accordance with this Plan, and shall comply with the following terms andconditions:     (a) The Option exercise price shall be the fair market value of the Stock subject to theOption on the date the Option is granted. For all purposes under the Plan, the fair market of ashare of Stock on a particular date shall be equal to the average of the high and low sales pricesof the Stock on the date of grant as reported on the Nasdaq National Market tier of The NasdaqStock Market (“NMS”), or on the stock exchange composite tape if the Stock is traded on a nationalstock exchange on that date, or if no prices are reported on that date, on the last preceding dateon which such prices of the Stock are so reported. If the Stock is not traded on the NMS or otherstock exchange on that date, but is otherwise traded over the counter at the time a determinationof its fair market value is required to be made hereunder, its fair market value shall be deemed tobe equal to the average between the reported high and low or closing bid and asked prices of theStock on the most recent date on which the Stock was publicly traded. If the Stock is not publiclytraded at the time a determination of its value is required to be made hereunder, the determinationof its fair market value shall be made by the Committee in such manner as it deems appropriate.     (b) The Option shall not be transferable otherwise than by will or the laws of descent anddistribution, and may be exercised only by the employee during the employee’s lifetime and whilethe employee remains employed by the Company, except that: (i) if the employee ceases to be anemployee of the Company because of disability, the Option may be exercised in full by the employee(or the employee’s estate or the person who acquires the Option by will or the laws of descent anddistribution or otherwise by reason of the death of the employee) at any time during the period ofone year following such termination; (ii) if the employee dies while he is an employee of theCompany, the employee’s estate, or the person who acquires the Option by will or the laws ofdescent and distribution or otherwise by reason of the death of the employee, may exercise theOption in full at any time during the period of one year following the date of the employee’sdeath; and (iii) if the employee ceases to be an employee of the Company for any reason other thanas described in clause (i) or (ii) above, unless the employee is removed for cause, the Option maybe exercised by the employee at any time during the period of three months following the date theemployee ceases to be an employee of the Company, or by the employee’s estate (or the person whoacquires the Option by will or the laws of descent and distribution or otherwise by reason of thedeath of the employee) during a period of one year following the employee’s death if the employeedies during such three-month period, but in each case only as to the number of shares the employeewas entitled to purchase hereunder upon exercise of the Option as of the date the employee ceasesto be an employee.     (c) The Option shall not be exercisable in any event after the expiration of ten years fromthe date of grant.     (d) The purchase price of shares as to which the Option is exercised shall be paid in full atthe time of exercise (a) in cash, (b) by delivering to the Company shares of Stock having a fairmarket value equal to the purchase price, or (c) any combination of cash or Stock, as shall beestablished by the Committee. Unless and until a certificate or certificates representing suchshares shall have been issued
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by the Company to the employee, the employee (or the person permittedto exercise the Option in the event of the employee’s death) shall not be or have any of the rightsor privileges of a stockholder of the Company with respect to shares acquirable upon an exercise ofthe Option.     (e) The terms and conditions of the respective employee stock option agreements need not beidentical.**IV. Eligibility of Optionee**     (a) Subject to the provisions of paragraph (b) below, Options may be granted only toindividuals who are employees (including officers and directors who are also employees) of theCompany or any parent or subsidiary corporation (as defined in Section 424 of the Code) of theCompany at the time the Option is granted. Options may be granted to the same employee on morethan one occasion.     (b) No Incentive Stock Option shall be granted to an individual if, at the time the Option isgranted, such individual owns stock possessing more than 10% of the total combined voting power ofall classes of stock of the Company or of its parent or subsidiary corporation, within the meaningof Section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price isat least 110% of the fair market value of the Stock subject to the Option and (ii) such Option byits terms is not exercisable after the expiration of five years from the date of grant. To theextent that the aggregate fair market value (determined at the time the respective Incentive StockOption is granted) of stock with respect to which Incentive Stock Options are exercisable for thefirst time by an individual during any calendar year under all incentive stock option plans of theCompany and its parent and subsidiary corporations exceeds $100,000, such Incentive Stock Optionsshall be treated as options which do not constitute Incentive Stock Options. The Committee shalldetermine, in accordance with applicable provisions of the Code, Treasury Regulations and otheradministrative pronouncements, which of an employee optionee’s Incentive Stock Options will notconstitute Incentive Stock Options because of such limitation and shall notify the employeeoptionee of such determination as soon as practicable after such determination.**V. Shares Subject to the Plan**     The aggregate number of shares which may be issued under Options granted under the Plan shallnot exceed 850,000 shares of Stock. Such shares may consist of authorized but unissued shares ofStock or previously issued shares of Stock reacquired by the Company. Any of such shares whichremain unissued and which are not subject to outstanding Options at the
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termination of the Plan shall cease to be subject to the Plan, but, until termination of the Plan,the Company shall at all times make available a sufficient number of shares to meet therequirements of the Plan. Should any Option hereunder expire or terminate prior to its exercise infull, the shares theretofore subject to such Option may again be subject to an Option granted underthe Plan. The aggregate number of shares which may be issued under the Plan shall be subject toadjustment in the same manner as provided in Article VII hereof with respect to shares of Stocksubject to Options then outstanding. Exercise of an Option in any manner shall result in adecrease in the number of shares of Stock which may thereafter be available, both for purposes ofthe Plan and for sale to any one individual, by the number of shares as to which the Option isexercised. Separate stock certificates shall be issued by the Company for those shares acquiredpursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to theexercise of any Option which does not constitute an Incentive Stock Option.**VI. Term of Plan**     The Plan shall be effective upon the date of its approval and adoption by the stockholders ofthe Company. Except with respect to Options then outstanding, if not sooner terminated under theprovisions of Article VIII, the Plan shall terminate upon and no further Options shall be grantedafter the expiration of ten years from the date of its adoption by the Board.**VII. Recapitalization or Reorganization**     (a) The existence of the Plan and the Options granted hereunder shall not affect in any waythe right or power of the Board or the stockholders of the Company to make or authorize anyadjustment, recapitalization, reorganization or other change in the Company’s capital structure orits business, any merger or consolidation of the Company, any issue of debt or equity securitiesahead of or affecting the Stock or the rights thereof, the dissolution or liquidation of theCompany or any sale, lease, exchange or other disposition of all or any part of its assets orbusiness or any other corporate act or proceeding.     (b) The shares with respect to which Options may be granted are shares of Stock as presentlyconstituted, but if, and whenever, prior to the expiration of an Option theretofore granted, theCompany shall effect a subdivision or consolidation of shares of Stock or the payment of a stockdividend on Stock without receipt of consideration by the Company, the number of shares of Stockwith respect to which such Option may thereafter be exercised (i) in the event of an increase inthe number of outstanding shares shall be proportionately increased, and the purchase price pershare shall be proportionately reduced, and (ii) in the event of a reduction in the number ofoutstanding shares shall be proportionately reduced, and the purchase price per share shall beproportionately increased.     (c) If the Company recapitalizes or otherwise changes its capital structure, thereafterupon any exercise of an Option theretofore granted the optionee shall be entitled to purchase undersuch Option, in lieu of the number of shares of Stock as to which such Option shall then be
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exercisable, the number and class of shares of stock and securities to which the optionee wouldhave been entitled pursuant to the terms of the recapitalization if, immediately prior to suchrecapitalization, the optionee had been the holder of record of the number of shares of Stock as towhich such Option is then exercisable. If (i) the Company shall not be the surviving entity in anymerger or consolidation (or survives only as a subsidiary of an entity other than a previouslywholly-owned subsidiary of the Company), (ii) the Company sells, leases or exchanges or agrees tosell, lease or exchange all or substantially all of its assets to any other person or entity (otherthan a wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved andliquidated, (iv) any person or entity, including a “group” as contemplated by Section 13(d)(3) ofthe Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including,without limitation, power to vote) of more than 50% of the outstanding shares of Stock, or (v) as aresult of or in connection with a contested election of directors, the persons who were directorsof the Company before such election shall cease to constitute a majority of the Board (each suchevent is referred to herein as a “Corporate Change”), then upon the occurrence of any suchCorporate Change, any outstanding Options held by employees shall become fully exercisable andupon any exercise of an Option theretofore granted the employee shall be entitled to purchase undersuch Option, in lieu of the number of shares of Stock as to which such Option shall then beexercisable, the number and class of shares of stock or other securities or property to which theemployee would have been entitled pursuant to the terms of the Corporate Change if, immediatelyprior to such Corporate Change, the employee had been the holder of record of the number of sharesof Stock as to which such Option is then exercisable.     (d) Any adjustment provided for in Subparagraphs (b) or (c) above shall be subject to anyrequired stockholder action.     (e) Except as hereinbefore expressly provided, the issuance by the Company of shares of stockof any class or securities convertible into shares of stock of any class, for cash, property, laboror services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, orupon conversion of shares or obligations of the Company convertible into such shares or othersecurities, and in any case whether or not for fair value, shall not affect, and no adjustment byreason thereof shall be made with respect to, the number of shares of Stock subject to Optionstheretofore granted or the purchase price per share.**VIII. Amendment or Termination of the Plan**     The Board in its discretion may terminate the Plan at any time with respect to any shares forwhich Options have not theretofore been granted. The Board shall have the right to alter or amendthe Plan or any part thereof from time to time, provided, that no change in any Option theretoforegranted may be made which would impair the rights of the optionee without the consent of suchoptionee.
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**IX. Miscellaneous Provisions**     (a) Neither the Plan nor any action taken hereunder shall be construed as giving any employeeany right to be retained in the service of the Company.     (b) An optionee’s rights and interest under the Plan may not be assigned or transferred inwhole or in part either directly or by operation of law or otherwise (except in the event of anoptionee’s death or disability, by will or the laws of descent and distribution, all as provided inArticle III), including, but not by way of limitation, execution, levy, garnishment, attachment,pledge, bankruptcy, or in any other manner, and no such right or interest of any participant in thePlan shall be subject to any obligation or liability of such participant.     (c) No shares of Stock shall be issued hereunder unless counsel for the Company shall besatisfied that such issuance will be in compliance with applicable Federal, state, and othersecurities laws and regulations.     (d) It shall be a condition to the obligation of the Company to issue shares of Stock uponexercise of an Option, that the optionee (or any beneficiary or person entitled to act under orthrough Optionee as provided herein) pay to the Company, upon its demand, such amount as may berequested by the Company for the purpose of satisfying any liability to withhold Federal, state,local, or foreign income or other taxes. If the amount requested is not paid, the Company mayrefuse to issue shares of Stock.     (e) By accepting any Option under the Plan, each optionee and each person claiming under orthrough such person shall be conclusively deemed to have indicated his or her acceptance andratification of, and consent to, any action taken under the Plan by the Company, the Board ofDirectors or the Committee.
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