Exhibit 10.49





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 Brigham
Exploration Company, a Delaware corporation (the “Company”), and
      (“Director”);


W I T N E S S E
T H:


WHEREAS, the Compensation Committee of the Board of
Directors of the Company (the “Board”) has approved the grant of non-qualified stock options to Director;


WHEREAS, the stockholders of the Company have also approved
the grant of the non-qualified stock options to Director; and


WHEREAS, subject to the terms and conditions herein
provided, this Agreement evidences the grant of an option to Director;


NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:


1. Grant of Option and Option Period. The
Company hereby grants to Director as of the effective date of this Agreement (the “Grant Date”), subject to
the 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 the
price of $2.21 per share (such price being 100% of the Fair Market Value of a share of Common Stock as of the
date of grant), at any time or (with respect to partial exercises) from time to time during a period commencing on the
first anniversary of the Grant Date and ending on April 28, 2019 (the “Option Period”), provided that
the number of shares purchasable hereunder in any period or periods of time during which the Option is exercised shall
be limited as follows:


(a) only 20% of such shares are
purchasable, in whole at any time or in part from time to time, commencing April 28, 2010, if the Director serves
as director until that date;


(b) an additional 20% of such shares
are purchasable, in whole at any time or in part from time to time, commencing April 28, 2011, if the Director
serves as director until that date;


(c) an additional 20% of such shares
are purchasable, in whole at any time or in part from time to time, commencing April 28, 2012, if the Director
serves as director until that date;




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EXHIBIT 10.49


(d) an additional 20% of such shares
are purchasable, in whole at any time or in part from time to time, commencing April 28, 2013, if the Director
serves as director until that date; and


(e) the remainder of such shares are
purchasable, in whole at any time or in part from time to time, commencing April 28, 2014, if the Director serves
as director until that date.


This option is a nonqualified stock option and is not
intended to qualify as an incentive stock option under Section 422 of the Code.


2. Termination of Service. Any provision of
Section 1 hereof to the contrary notwithstanding:


(a) If Director ceases to be a member
of 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-owned
subsidiary of the Company, then the Option shall automatically terminate and be of no further force or effect as of the
date Director ceases to be a member of the Board;


(b) If Director shall die during the
Option 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 of
Director’s death, only within one year after such death (but not beyond the Option Period), by the executor or
administrator of the estate of Director or by the person or persons who shall have acquired the Option directly from
Director by bequest or inheritance; and


(c) If Director ceases to be a member
of the Board for any reason (other than the circumstances specified in paragraphs (a) and (b) of this
Section 2) within the Option Period, including the failure of the stockholders of the Company to reelect Director
as a director, the Option may be exercised, to the extent Director was able to do so at the date of termination of the
directorship, only within three months after such termination (but not beyond the Option Period).


3. Agreement of Director. As consideration for
the Company’s grant of the Option, Director agrees to continue to serve the Company as a director at the pleasure
of the Company’s stockholders for a continuous period of one year from the Grant Date at the retainer rate and
fee schedule, if any, in effect as of the date hereof or at such changed rate or schedule as the Company from time to
time may establish; provided, that nothing in this Agreement shall confer upon Director any right to continue as a
member of the Board.


4. Exercise of Option. Subject to the
provisions of Section 2, the Option may be exercised, in whole or in part, by Director at any time or (with
respect to partial exercises) from time to time during the Option Period and the method for exercising an Option shall
be by the personal delivery to the Secretary of the Company of, or by the sending by United States registered or
certified mail, postage prepaid, addressed to the Company (to the attention of its Secretary), of, written notice
signed 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 full
amount of the purchase price of such shares, in cash and/or by delivery of shares of Common Stock already owned by
Director 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 been
given on the date of receipt thereof (in the case of personal delivery as above-stated) or on the date on which the
same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as
above-stated. In addition to the foregoing, promptly after demand by the Company, Director shall pay to the Company an
amount equal to applicable withholding taxes, if any, due in connection with such exercise. No shares of Common Stock
shall be issued upon exercise of an Option until full payment therefor and for all applicable withholding taxes has
been made, and Director shall have none of the rights of a shareholder until shares of Common Stock are issued to
Director.


5. Delivery of Certificates Upon Exercise of the
Option. Delivery of a certificate or certificates representing the purchased shares of Common Stock shall be made
promptly after receipt of notice of exercise and payment of the purchase price and the amount of any withholding taxes
to the Company, if required, provided that the Company shall have such time as it reasonably deems necessary to qualify
or register such shares under any law or governmental rule or regulation that it deems desirable or necessary.


6. Adjustments Upon Changes in Common Stock. In
the event that before delivery by the Company of all the shares in respect of which the Option is granted, the Company
shall have effected a Common Stock split or dividend payable in Common Stock, or the outstanding Common Stock of the
Company shall have been combined into a smaller number of shares, the shares still subject to the Option shall be
increased or decreased to reflect proportionately the increase or decrease in the number of shares outstanding, and the
purchase price per share shall be decreased or increased so that the aggregate purchase price for all the then optioned
shares shall remain the same as immediately prior to such split, dividend or combination. In the event of a
reclassification of Common Stock not covered by the foregoing, or in the event of a liquidation, separation or
reorganization, including a merger, consolidation or sale of assets, the Board shall make such adjustments, if any, as
it may deem appropriate in the number, purchase price and kind of shares still subject to the Option.


7. Transferability. The Option evidenced hereby
is 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 or
by transferees of the Director in such circumstance as the Board may approve.


8. Defined Terms. “Fair Market
Value” of a share of Common Stock means, as of a particular date, (i) if shares of Common Stock are listed
on a national securities exchange, the mean between the highest and lowest sales price per share of Common Stock on the
consolidated transaction reporting system for the principal national securities exchange on which shares of Common
Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last
preceding date on which such a sale was so reported, (ii) if shares of Common Stock are not so listed but are
quoted on the Nasdaq National Market, the mean between the highest and lowest sales price per share of Common Stock
reported by the Nasdaq National Market on that date, or, if there shall have been no such sale so reported on that
date, on the last preceding date on which



 


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EXHIBIT 10.49


such a sale was so reported, (iii) if the Common Stock is not so listed
or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for
such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq National
Market, 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 the
Board for such purpose.


9. Applicable Law. All questions arising with
respect to the provisions of this Agreement shall be determined by application of the internal laws (and not the
principles 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 this
Agreement on the date first above written.


The “Company”


BRIGHAM EXPLORATION COMPANY


By:
                                                                           

Ben
M. Brigham

President and CEO




“Director”


                                                                                   




 


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