**EXHIBIT 10.15**
**BRIGHAM EXPLORATION COMPANY**
**1997 DIRECTOR STOCK OPTION PLAN**
(as amended on April 9, 2003)
I. PURPOSE
     It is the purpose of the Plan to promote the interests of the Company andits stockholders by attracting and retaining qualified directors by giving themthe opportunity to acquire a proprietary interest in the Company and anincreased personal interest in its continued success and progress. The Optionsgranted hereunder shall not be qualified as “incentive stock options” withinthe meaning of Section 422(b) of the Code.
II. DEFINITIONS
     As used herein the following terms have the following meanings:
     (a) “Board” means the Board of Directors of the Company.
     (b) “Chairman of the Board” means the director elected to the position ofChairman of the Board by the Board.
     (c) “Code” means the Internal Revenue Code of 1986, as amended.
     (d) “Common Stock” means the $.01 par value Common Stock of the Company.
     (e) “Company” means Brigham Exploration Company, a Delaware corporation.
     (f) “Effective Date” means March 4, 1997, which shall be the date on whichthe Plan shall be effective.
     (g) “Eligible Director” means an individual who (i) is on the EffectiveDate, or thereafter becomes, a member of the Board, (ii) is neither an employeenor an officer of the Company or any direct or indirect majority-ownedsubsidiary of the Company and (C) has not elected to decline to participate inthe Plan pursuant to the following sentence. A director otherwise eligible toparticipate in the Plan may make an irrevocable, one-time election, by writtennotice to the Company within ten days after his or her initial election to theBoard, or, in the case of the directors in office on the Effective Date, withinten days prior to the Effective Date, to decline to participate in the Plan.For purposes of the Plan, “employee” shall mean an individual whose wages aresubject to the withholding of federal income tax under Section 3402 of theCode, and “officer” shall mean an individual elected or appointed by the Boardor the board of directors of the subsidiary, as the case may be, or chosen insuch other manner as may be prescribed in the bylaws of the Company or thesubsidiary, to serve as such.
     (h) “Fair Market Value” of a share of Common Stock means, as of aparticular date, (i) if shares of Common Stock are listed on a nationalsecurities exchange, the mean between the highest and lowest sales price pershare of Common Stock on the consolidated transaction reporting system for theprincipal national securities exchange on which shares of Common Stock arelisted on that date, or, if there shall have been no such sale so reported onthat 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 NasdaqNational Market, the mean between the highest and lowest sales price per shareof Common Stock reported by the Nasdaq National Market on that date, or, ifthere shall have been no such sale so reported on that date, on the lastpreceding date on which such a sale was so reported, (iii) if the Common Stockis not so listed or quoted, the mean between the closing bid and asked price onthat date, or, if there are no quotations available for such date, on the lastpreceding date on which such quotations shall be available, as reported by theNasdaq National Market, or, if not reported by the Nasdaq National Market, bythe National Quotation Bureau Incorporated or (iv) if shares of Common Stockare not publicly traded, the most recent value determined in good faith by theBoard for such purpose.
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     (i) “Holder” means an Eligible Director to whom an Option has been grantedunder the Plan.
     (j) “Initial Options” means those options granted to each EligibleDirector who becomes a member of the Board automatically on the date of his orher initial election as a director of the Company.
     (k) “Option” means any option to purchase shares of Common Stock grantedpursuant to the provisions of the Plan, including Initial Options andSubsequent Options.
     (l) “Plan” means this Brigham Exploration Company 1997 Director StockOption Plan.
     (m) “Subsequent Options” means those options granted automatically as ofDecember 31 of each year to each Eligible Director who is serving the Companyas a director on such date beginning December 31, 1997.
III. ADMINISTRATION
     The Plan shall be administered by the Board. The Board shall have noauthority, discretion or power to select the participants who will receiveOptions, to set the number of shares to be covered by any Option, to set theexercise price of any Option or to set the period within which Options may beexercised, or to alter any other terms or conditions specified herein, exceptin the sense of administering the Plan subject to the express provisions of thePlan and except in accordance with Section 6.02 hereof. Subject to theforegoing limitations, the Board shall have authority and power to adopt suchrules and regulations and to take such action as it shall consider necessary oradvisable for the administration of the Plan, and to construe, interpret andadminister the Plan. The decisions of the Board relating to the Plan shall befinal and binding upon the Company, the Holders and all other persons. Nomember of the Board shall incur any liability by reason of any action ordetermination made in good faith with respect to the Plan or any stock optionagreement entered into pursuant to the Plan.
IV. OPTIONS
     4.01 *Participation.*Each Eligible Director who does not elect to declineto participate in the Plan pursuant to paragraph (g) of Article II hereof shallbe granted an Option to purchase Common Stock under the Plan on the terms andconditions herein described.
     4.02 *Terms and Conditions of Options; Stock Option Agreements.*EachOption granted under the Plan shall be evidenced by a written stock optionagreement entered into by the Company and the Holder to whom the Option isgranted, which agreement shall include, incorporate or conform to the followingterms and conditions, and such other terms and conditions not inconsistenttherewith or with the terms and conditions of the Plan as the Board considersappropriate in each case:
     (a) *Option Grant Dates.*An Option shall be granted (i) to each EligibleDirector who becomes a member of the Board after the Effective Dateautomatically on the date of his or her initial election as a director of theCompany (an “Initial Option”), provided that such person does not elect todecline to participate in the Plan pursuant to paragraph (g) of Article IIhereof, and (ii) automatically as of December 31 of each year to each EligibleDirector who is serving the Company as a director on such date, beginningDecember 31, 1997 (a “Subsequent Option”). The date of grant of an Optionpursuant to the Plan shall be referred to hereinafter as the “Grant Date” ofsuch Option.
     (b) *Number of Shares.*Each Initial Option shall entitle the Holder topurchase, in accordance with the terms of such Option and the Plan, 20,000shares of Common Stock, subject to adjustment in accordance with Section 5.02hereof. Each Subsequent Option shall entitle the Holder to purchase, inaccordance with the terms of such Option and the Plan, 10,000 shares of CommonStock, subject to adjustment in accordance with Section 5.02 hereof. If, onthe Grant Date of any Option, fewer shares of Common Stock remain available forgrant than are necessary to permit the grant of Options to each person entitledto receive an Option on such date in accordance with the provisions of thisSection 4.02, then (i) first, an Option covering an equal number of wholeshares of Common Stock, up to 20,000 shares,shall be granted on such date to each Eligible Director who is to receivean Initial Option and (ii) thereafter, Options shall be granted to theremaining Eligible Directors then serving covering an equal number of wholeshares of Common Stock
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and all such Options shall cover, in the aggregate, allremaining shares of Common Stock then available for grant under the Plan (orsuch smaller number as may be necessary to permit each such Option to cover anequal number of whole shares of Common Stock).
     (c) *Price.*The price at which each share of Common Stock covered by anOption may be purchased pursuant to the Plan shall be the Fair Market Value ofa share of Common Stock on the Grant Date of the Option.
     (d) *Option Period.*Each option shall become exercisable in five equalannual installments on each of the first five anniversaries of such option’s“Grant Date.” The period within which each Option may be exercised shallexpire on the seventh anniversary of such Grant Date (the “Option Period”),unless terminated sooner pursuant to Section 4.02(e) hereof.
     (e) *Termination of Service, Death, Etc.*The following provisions shallapply with respect to the exercise of an Option granted hereunder in the eventthat the Holder thereof ceases to be a director of the Company for the reasonsdescribed in this Section 4.02(e):
          (i) If the directorship of the Holder is terminated within the OptionPeriod on account of any act of (a) fraud or intentional misrepresentation or(b) embezzlement, misappropriation or conversion of assets or opportunities ofthe Company or any direct or indirect majority-owned subsidiary of the Company,the Option shall automatically terminate as of the date of such termination;
          (ii) If the Holder dies during the Option Period while such Holder is adirector of the Company (or during the additional three-month period providedby paragraph (iii) of this Section 4.02(e)), the Option may be exercised, tothe extent that the Holder was entitled to exercise it at the date of theHolder’s death, within one year after such death (if within the Option Period),but not thereafter, by the executor or administrator of the estate of theHolder, or by the person or persons who shall have acquired the Option directlyfrom the Holder by bequest or inheritance; or
          (iii) If the directorship of the Holder is terminated for any reason(other than the circumstances specified in paragraphs (i) and (ii) of thisSection 4.02(e)) within the Option Period, including a failure by thestockholders of the Company to reelect the Holder as a director, the Option maybe exercised, to the extent the Holder was entitled to do so at the date oftermination of the directorship, within three months after such termination (ifwithin the Option Period), but not thereafter.
     (f) *Transferability*. An Option granted under the Plan shall not betransferable by the Holder, otherwise than by will or pursuant to the laws ofdescent and distribution or with the consent of the Board, and during thelifetime of the Holder the Option shall be exercisable only by the Holder orhis or her guardian or legal representative or by transferees of the Holders insuch circumstances as the Board may approve.
     (g) *Requirement of Directorship.*Except as provided in Section 4.02(e)hereof, an Option may not be exercised unless the Holder is at the time ofexercise serving as a director of the Company, and, except as provided inSection 4.02(e) hereof, such Option shall terminate upon termination of theHolder’s service as a director of the Company.
     (h) *Exercise, Payments, Etc.*Each Option granted hereunder may beexercised, in whole or in part, by the Holder thereof at any time or (withrespect to partial exercises) from time to time during the Option Period,subject to the provisions of the Plan and the stock option agreement evidencingsuch Option, and the method for exercising an Option shall be by the personaldelivery to the Secretary of the Company of, or by the sending by United Statesregistered or certified mail, postage prepaid, addressed to the Company (to theattention of its Secretary), of, written notice signed by the Holder specifyingthe number of shares of Common Stock with respect to which such Option is beingexercised. Such notice shall be accompanied by the full amount of the purchaseprice of such shares, in cash and/or by delivery of shares of Common Stockalready owned by the Holder having an aggregate Fair Market Value (determinedas of the date of exercise) equal to the purchase price, including an actual ordeemed multiple series of exchanges of such shares. Anysuch notice shall be deemed to have been given on the date of receiptthereof (in the case of personal delivery as above-stated) or on the date onwhich the same was deposited in a regularly maintained receptacle for thedeposit of United States mail, addressed and sent as above-stated. In additionto the foregoing, promptly after demand by the Company,
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the exercising Holdershall pay to the Company an amount equal to applicable withholding taxes, ifany, due in connection with such exercise. No shares of Common Stock shall beissued upon exercise of an Option until full payment therefor and for allapplicable withholding taxes has been made, and a Holder shall have none of therights of a shareholder until shares of Common Stock are issued to such Holder.
V. AUTHORIZED COMMON STOCK
     5.01 *Common Stock.*The total number of shares as to which Options may begranted pursuant to the Plan shall be 430,000 shares of Common Stock, in theaggregate, except as such number of shares shall be adjusted from and after theEffective Date in accordance with the provisions of Section 5.02 hereof. Ifany outstanding Option under the Plan shall expire or be terminated for anyreason, the shares of Common Stock allocable to the unexercised portion of suchOption shall again be available for grant under the Plan.
     5.02 *Adjustments Upon Changes in Common Stock.*In the event the Companyshall effect a split of the Common Stock or a dividend payable in Common Stock,or in the event the outstanding Common Stock shall be combined into a smallernumber of shares, the maximum number of shares as to which Options may begranted under the Plan shall be increased or decreased proportionately. In theevent that before delivery by the Company of all the shares of Common Stock inrespect of which any Option has been granted under the Plan, the Company shallhave effected such a split, dividend or combination, the shares still subjectto the Option shall be increased or decreased proportionately and the purchaseprice per share shall be increased or decreased proportionately so that theaggregate purchase price for all the then optioned shares shall remain the sameas immediately prior to such split, dividend or combination.
     In the event of a reclassification of the Common Stock not covered by theforegoing, or in the event of a liquidation or reorganization, including amerger, 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 ofshares covered by the unexercised portions of Options theretofore granted underthe Plan. The provisions of this Section 5.02 shall only be applicable if, andonly to the extent that, the application thereof does not conflict with anyvalid governmental statute, regulation or rule.
VI. GENERAL PROVISIONS
     6.01 *Termination of Plan.*The Plan shall terminate whenever (whetherbefore or after the Effective Date) the Board adopts a resolution to thateffect. If not sooner terminated in accordance with the preceding sentence,the Plan shall wholly cease and expire on the tenth anniversary of theEffective Date. After termination of the Plan, no Options shall be grantedunder the Plan, but the Company shall continue to recognize, and perform itsobligations with respect to, any Options previously granted.
     6.02 *Amendment of Plan.*The Board may from time to time (whether before,on or after the Effective Date) amend, modify or suspend the Plan.Nevertheless, (a) no such amendment, modification or suspension shall impairany Options theretofore granted under the Plan or deprive any Holder of anyshares of Common Stock which such Holder might have acquired through or as aresult of the Plan, and (b) after the stockholders of the Company have approvedand adopted the Plan in accordance with Section 6.04 hereof, no such amendmentor modification shall be made without the approval of the holders of theoutstanding shares of capital stock of the Company entitled to vote in theelection of directors generally where such amendment or modification would (i)increase the total number of shares of Common Stock as to which Options may begranted under the Plan or decrease the exercise price at which Options may begranted under the Plan (other than as provided in Section 5.02 hereof), (ii)materially alter the class of persons eligible to be granted Options under thePlan, (iii) materially increase the benefits accruing to Holders under the Planor (iv) extend the term of the Plan or the Option Period specified in Section4.02(d) hereof.
     Notwithstanding the foregoing, the provisions of the Plan relating to (a)the number of shares of Common Stock covered by, and the exercise price of,Options granted under the Plan, (b) the timing of grants of Options under thePlan and (c) the class of persons eligible to be granted Options under the Planshall not be amended more than once every six months, other than to comportwith changes in the Code, the Employee Retirement Income Security Act of 1974,as amended, or the rules thereunder.
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     6.03 *Treatment of Proceeds.*Proceeds from the sale of Common Stockpursuant to Options granted under the Plan shall constitute general funds ofthe Company.
     6.04 *Effectiveness.*The Plan shall become effective as of the EffectiveDate, subject to and upon the receipt of shareholder approval by theaffirmative votes of the holders of a majority of the shares of Common Stockpresent, or represented, and entitled to vote at a meeting of stockholders dulyheld in accordance with the applicable laws of the State of Delaware.
     6.05 *Section Headings.*The section headings included herein are only forconvenience, and they shall have no effect on the interpretation of the Plan.
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