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Exhibit 10(w)




			
	 	 	 
	No. SARs [                    ]
	 	Date of Grant [                    ]






STOCK APPRECIATION RIGHTS AGREEMENT




CLIFF VESTING AWARDS




2004 OMNIBUS STOCK AND INCENTIVE PLAN




FOR DENBURY RESOURCES INC.




     A total of ___Stock Appreciation Rights (individually, and collectively, “SAR(s)”) are
hereby granted to ___(the “Holder”) on ___(“Date of Grant”) at the Grant Value
determined in this SAR Agreement, and in all respects subject to the terms, definitions and
provisions, of the 2004 Omnibus Stock and Incentive Plan For Denbury Resources Inc. (the “Plan”),
which is incorporated herein by reference except to the extent otherwise expressly provided in this
SAR Agreement.


1. Grant Value. The Grant Value is $___for each SAR, which value is equal
to the Fair Market Value of a Share on the Date of Grant.



2. Vesting of SAR Agreement Shares. The SARs shall Vest and become “Vested SARs”
and become non-forfeitable (but, without limitation, if unexercised such Vested SARs will expire on
date of the termination of the SAR as set out in Section 5 of this Award) on the
occurrence of the earliest of the dates (“Vesting Date”) set forth in (a) through (d) immediately
below:





	 	(a)	 	the date of the 4th Anniversary of the Date of Grant;
	 
	 	(b)	 	the date of Employee’s death or Disability;
	 
	 	(c)	 	the date of a Change in Control;
	 
	 	(d)	 	the date of Employee’s Separation if such Separation occurs after the
Employee’s Retirement Vesting Date.




3. Amount Payable, and Form of Payment, on Exercise of SAR.




     (a) Amount Payable on Exercise of SAR. Upon the Holder’s exercise of the a Vested
SAR, the Holder shall be entitled to receive the SAR Spread, determined as of the date of exercise
of the SAR Agreement, with respect to each SAR exercised on such date. The SAR Spread is the
product of (i) the excess of the Fair Market Value of a Share on the date of exercise over the
Grant Value, multiplied by (ii) the number of SARs exercised.



     (b) Form of Payment. Within a reasonable period following the exercise of a Vested
SAR, the Holder will receive Shares having a Fair Market Value, as determined on the date of
exercise of the Vested SAR, equal to the SAR Spread described in Section 3(a) above. Without
limiting the generality of the foregoing, the Holder may choose to



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use a portion of such Shares to satisfy some or all of such Holder’s withholding obligations
under Section 4(b) of this SAR Agreement.


4. Exercise of SAR Agreement. This SAR Agreement shall not be exercisable prior
to the first date on which a portion of the SARs become Vested SARs, and thereafter (and prior to
the termination of this SAR Agreement), this SAR Agreement shall be exercisable, in whole or in
part, with respect to Vested SARs.




     (a) Method of Exercise. Without limitation, this SAR Agreement shall be
exercised by a written notice delivered to the Administrator which shall:




	 	(i)	 	state the election to exercise the SAR Agreement and the number of
Vested SARs in respect of which it is being exercised; and
	 
	 	(ii)	 	be signed by the person or persons entitled to exercise the SAR
Agreement and, if the SAR Agreement is being exercised by any person or
persons other than the Holder, be accompanied by proof, satisfactory to the
Administrator, of the rights of such person or persons to exercise the SAR
Agreement.





     (b) Withholding. Upon the exercise of the SAR, the minimum withholding
required to be made by the Company shall be paid by the Holder to the Administrator in cash, or by
the delivery of Shares, which Shares may be in whole or in part Shares acquired through the
exercise of this SAR Agreement, based on the Fair Market Value of such Shares on the date of
delivery.



     (c) Issuance of Shares. No person shall be, or have any of the rights or
privileges of, a holder of the Shares which would be delivered as a result of the exercise of this
SAR Agreement unless and until certificates representing such Shares shall have been issued and
delivered to such person, such issuance, without limitation, being subject to the terms of the
Plan.



     (d) Surrender of SAR Agreement. Upon exercise of this SAR Agreement in
part, if requested by the Administrator, the Holder shall deliver this SAR Agreement and other
written agreements (if any) executed by the Company and the Holder with respect to this SAR
Agreement to the Administrator who shall endorse or cause to be endorsed thereon a notation of such
exercise and return the SAR Agreement (and other agreements, if any) to the Holder.


5. Term of SAR Agreement. Without limitation, the unexercised portion of this
SAR Agreement shall automatically and without notice terminate at the time of the earliest to occur
of the following:





	 	(i)	 	the 90th day following Holder’s Separation for any reason except
death, Disability, or for Cause;
	 
	 	(ii)	 	immediately upon Holder’s Separation as a result, in whole or in
material part, of a discharge for Cause;




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	 	(iii)	 	the first anniversary of Holder’s Separation by reason of death or
Disability; or
	 
	 	(iv)	 	the tenth (10th) anniversary of the Date of Grant.




6. No Transfers Permitted. Neither this SAR Agreement nor the SARs are
transferable by Holder otherwise than by will or the laws of descent and distribution and, so long
as an Holder lives, only Holder or his or her guardian or legal representative shall have the right
to exercise Vested SARs.



7. No Right To Continued Employment. Neither the Plan, nor this SAR Agreement,
shall confer upon Holder any right with respect to continuation of employment by the Company, or
any right to provide services to the Company, nor shall it interfere in any way Holder’s right to
terminate employment, or the Company’s right to terminate Holder’s employment, at any time.



8. Law Governing. WITHOUT LIMITATION, THIS SAR AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF DELAWARE.




     Dated as of this                      day of                                         , 200                    .



	 	 	 	 	 
	 

	 	 	 	DENBURY RESOURCES INC.
	 
	 	 	 	 
	 

	 	Per:	 	 
	 

	 	 	 	 
	 

	 	 	 	Gareth Roberts, President & CEO
	 
	 	 	 	 
	 

	 	Per:	 	 
	 

	 	 	 	 
	 

	 	 	 	Phil Rykhoek, Sr. Vice President & CFO






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Acknowledgment




     The undersigned hereby acknowledges (i) my receipt of this SAR Agreement, (ii) my opportunity
to review the Plan, (iii) my opportunity to discuss this SAR Agreement 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 SAR Agreement 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 SAR Agreement 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 SAR Agreement, or both) of the Administrator upon any questions arising under the
Plan, or this SAR Agreement, or both.



     Dated as of this                      day of                                         , 200                    .



	 	 	 
	 
	 	 
	 

	 	 

Holder







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