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EXHIBIT 10.5




ENCORE ACQUISITION COMPANY

FORM OF INCENTIVE STOCK OPTION AGREEMENT




This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date of
grant set forth below (the “Date of Grant”) by and between Encore Acquisition Company, a Delaware
corporation (the “Company”), and the optionee named below (“Optionee”). Capitalized terms not
defined herein shall have the meaning ascribed to them in the Company’s 2000 Incentive Stock Plan,
as amended and restated effective March 18, 2004, and thereafter amended (the “Plan”).




	 	 	 	 	 
	Optionee:


	 	 
	 
	 	 	 	 
	Social Security Number:


	 	 
	 
	 	 	 	 
	Address:


	 	 
	 
	 	 	 	 
	
	 	 
	 
	 	 	 	 
	Total Option Shares:


	 	 
	 
	 	 	 	 
	Exercise Price Per Share:


	 	 
	 
	 	 	 	 
	Date of Grant:

	 	 
	 
	 	 	 	 
	Expiration Date for Exercise of Options:

	 	 






1. Grant of Option. The Company hereby grants to Optionee an option (the “Option”) to
purchase the total number of shares of Common Stock of the Company (the “Common Stock”) set forth
above (the “Shares”) at the Exercise Price Per Share set forth above (the “Exercise Price”),
subject to all of the terms and conditions of this Agreement and the Plan. To the extent
consistent with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), this Option is intended to be an incentive stock option, and to the extent the
limitations of Section 422(d) of the Code are exceeded, this Option is intended to be a
nonqualified stock option subject to the provisions of Section 83 of the Code.




2. Exercise of Option. This Option shall be exercisable during its term in accordance with
the terms and provisions of the Plan as follows:




     (a) Vesting.




     (1) This Option shall vest and be exercisable based on the following schedule:




	 	(i)  	1/3 of the total Shares subject to this Option
shall vest and be exercisable by Optionee 12 months after the Date of
Grant;




 









 






	 	(ii)  	Another 1/3 of the total Shares subject to this
Option shall vest and be exercisable by Optionee 24 months after the
Date of Grant; and
	 
	 	(iii)  	The final 1/3 of the total Shares subject to
this Option shall vest and be exercisable by Optionee 36 months after
the Date of Grant.






     (2) This Option may not be exercised for a fraction of a Share, but instead, the number
of Shares, which shall vest and be exercisable hereunder, shall be rounded up to the next
whole number of Shares.




     (3) In the event of Optionee’s death, disability, or other termination of employment,
the exercisability of the Option is governed by Sections 4, 5 and 6 below.




     (4) In no event may this Option be exercised after the date of expiration of the term
of this Option as set forth in Section 8 below.



     (b) Method of Exercise. This Option shall be exercisable by written notice, which shall
state the election to exercise the Option and the number of Shares in respect of which the Option
is being exercised. Such written notice shall be signed by Optionee and shall be delivered in
person or by certified mail to the Corporate Secretary of the Company. The written notice shall be
accompanied by payment of the Exercise Price.



     No Shares will be issued pursuant to the exercise of an Option unless such issuance and such
exercise shall comply with all relevant provisions of law and the requirements of any stock
exchange upon which the Common Stock may then be listed. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.



3. Method of Payment. Payment of the purchase price of Shares shall be made by cash, check
or, in the sole discretion of the Committee at any time prior to exercise, promissory notes or the
assignment and delivery to the Company of shares of Common Stock owned by Optionee without
restriction for the preceding six months having a Fair Market Value equal to the aggregate purchase
price of the Shares purchased.




     The Company will, as soon as reasonably practicable, notify Optionee of the amount of
withholding tax, if any, that must be paid under federal, state and local law due to the exercise
of the Option. Optionee shall, prior to receiving the Shares purchased under this Option, satisfy
the amount of withholding tax specified in the Company’s notice by (i) cash or check, (ii)
assignment and delivery to the Company of shares of Common Stock owned by Optionee
(without regard to the length of time held by Optionee) having a Fair Market Value of such
amount, (iii) notice to the Company of Optionee’s election to have the Company withhold whole
Shares otherwise deliverable to Optionee from the exercise of the Option, which Shares have a Fair
Market Value of such amount or (iv) a combination of (i), (ii) or (iii).



     Certificates for any shares of Common Stock delivered in satisfaction of all or a portion of
the Exercise Price and any withholding tax shall be appropriately endorsed for transfer and
assignment to the Company. For purposes of determining the amount, if any, of the Exercise Price
satisfied by delivery of shares of Common Stock or the amount of tax withholding satisfied



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by
delivery of shares of Common Stock or withholding of Shares from the exercise of the Option, such
shares shall be valued at Fair Market Value on the date of exercise.




4. Termination of Status as an Employee. In the event of termination of Optionee’s
“Continuous Status as an Employee” for any reason other than death or disability as provided in
Sections 5 or 6 of this Agreement, Optionee may exercise this Option to the extent exercisable at
the date of such termination until the earlier of (i) the date three (3) months after the date of
such termination or (ii) the date of expiration of the term of this Option as set forth in Section
8 below. To the extent that Optionee was not entitled to exercise this Option at the date of such
termination, or if Optionee does not exercise this Option within the time specified herein, this
Option shall terminate.




     “Continuous Status as an Employee” shall mean the absence of any interruption or termination
of service as an employee of the Company or any subsidiary or affiliate, as applicable. Continuous
Status as an Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board; provided that such leave is for a
period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by
contract or statute.



5. Disability of Optionee. In the event of termination of Optionee’s Continuous Status as
an Employee as a result of Optionee’s total and permanent disability (as defined in Section
22(e)(3) of the Code), Optionee may exercise this Option with respect to all Shares subject to this
Option (to the extent not previously exercised), but only until the earlier of (i) the date two (2)
years after the date of termination of employment or (ii) the date of expiration of the term of
this Option as set forth in Section 8 below. To the extent the Optionee does not exercise this
Option within the time period specified herein, this Option shall terminate.




6. Death of Optionee. In the event of the death of Optionee:




     (a) during the term of this Option while an Employee of the Company and having been in
Continuous Status as an Employee since the date of grant of this Option or during the two (2) year
period specified in Section 5 following the termination of Optionee’s Continuous Status as an
Employee as a result of total and permanent disability, then this Option may be exercised with
respect to all Shares subject to this Option (to the extent not previously exercised)
by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest
or inheritance until the earlier of (i) the date two (2) years following the date of death or (ii)
the date of expiration of the term of this Option as set forth in Section 8 below; or



     (b) within the three (3) month period specified in Section 4 after the termination of
Optionee’s Continuous Status as an Employee, then this Option may be exercised to the extent
exercisable at termination by Optionee’s estate or by a person who acquired the right to exercise
this Option by bequest or inheritance until the earlier of (i) the date two (2) years following the
date of death or (ii) the date of expiration of the term of this Option as set forth in Section 8
below.



To the extent that such estate or other person does not exercise such Option within the two (2)
year time period specified in this Section 6, this Option shall terminate.





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7. Non-Transferability of Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee, only by Optionee. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.




8. Term of Option. This Option must be exercised on or before ______________ and may be
exercised during such term only in accordance with the Plan and terms of this Option.




9. Severability; Construction. In the event that any provision in this Option shall be
invalid or unenforceable, such provision shall be severed from and such invalidity or
unenforceability shall not be construed to have any effect on the remaining provisions of this
Option. This Option shall be construed as to its fair meaning and not for or against either party.




10. Damages. The parties agree that any violation of this Option (other than a default in
the payment of money) cannot be compensated for by damages, and any aggrieved party shall have the
right, and is hereby granted the privilege, of obtaining specific performance of this Option in any
court of competent jurisdiction in the event of any breach hereunder.




11. Governing Law. This Option shall be deemed to be made under and governed by and
construed in accordance with the laws of the State of Delaware.




12. Delay. No delay or failure on the part of the Company or Optionee in the exercise of any right, power
or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by either of
them of any right, power or remedy preclude other or further exercise thereof, or the exercise of
any other right, power or remedy.




13. Incorporation of Plan; Complete Agreement. This Agreement and the grant of the Option
hereunder are made pursuant to the Plan and are subject to all of the terms and provisions of the
Plan as if fully set forth herein. This Agreement constitutes the entire agreement between the
parties with respect to its subject matter, and supersedes all other prior or contemporaneous
agreements and understandings both oral or written; subject, however, that in the event of any
conflict between this Agreement and the Plan, the Plan shall govern. This Agreement may only be
amended in a writing signed by the Company and the Optionee.




14. Privileges of Stock Ownership. Optionee shall not have any of the rights of a
shareholder with respect to any Shares until Optionee exercises the Option and pays the Exercise
Price.




15. Notices. Any notice required to be given or delivered to the Company under the terms
of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at
its principal corporate offices. Any notice required to be given or delivered to Optionee shall be
in writing and addressed to Optionee at the address indicated above or to such other address as
such party may designate in writing from time to time to the Company. All notices shall be deemed
to have been given or delivered upon: personal delivery; three (3) days after deposit in the United
States mail by certified or registered mail (return receipt requested); one (1) business day after
deposit with any return receipt express courier (prepaid); or one (1) business day after
transmission by rapidfax or telecopier.




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     16. No Right to Employment or Continued Vesting. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO SECTION 2 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE
AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION, THE
COMPANY’S PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED EMPLOYMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT
RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.



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     Optionee acknowledges receipt of a copy of the Plan, represents that Optionee is familiar with
the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of this Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board or of the Committee upon any questions arising under
the Plan.



	 	 	 	 	 
	Date:
	 	 	 	 
	

	 	

	 	 






THE COMPANY:




ENCORE ACQUISITION COMPANY, a Delaware corporation




	 	 	 	 	 
	By:


	 	 
	 
	 	 	 	 
	Name:


	 	 
	 
	 	 	 	 
	Title:


	 	 
	 
	 	 	 	 
	OPTIONEE:	 	 
	 
	 	 	 	 
	
	 	 
	 
	 	 	 	 
	
	 	 






Consent of Spouse. The undersigned spouse of Optionee acknowledges receipt of a copy of
the Plan and this Non-Qualified Stock Option Agreement, represents that he/she is familiar with the
terms and provisions thereof, has had an opportunity to obtain the advice of counsel prior to
executing this consent and fully understands all provisions of this Option and consent. The
undersigned spouse hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Board or of the Committee upon any questions arising under the Plan.




	 	 	 	 	 
	Signature of Spouse:

	 	 
	 
	 	 	 	 
	Printed or Typed Name:


	 	 
	 
	 	 	 	 
	Address:


	 	 
	 
	 	 	 	 
	
	 	 







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