Filed by Bowne Pure Compliance





Exhibit 10.48




BRIGHAM EXPLORATION COMPANY

1997 DIRECTOR STOCK OPTION PLAN

(as amended effective January 1, 2009)




I. PURPOSE




It is the purpose of the Plan to promote the interests of the Company and its stockholders by
attracting and retaining qualified directors by giving them the opportunity to acquire a
proprietary interest in the Company and an increased personal interest in its continued success and
progress. The Options granted hereunder shall not be qualified as “incentive stock options” within
the 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 of Chairman 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 which the Plan
shall be effective.




(g) “Eligible Director” means an individual who (i) is on the Effective Date, or
thereafter becomes, a member of the Board, (ii) is neither an employee nor an officer of the
Company or any direct or indirect majority-owned subsidiary of the Company and (C) has not
elected to decline to participate in the Plan pursuant to the following sentence. A director
otherwise eligible to participate in the Plan may make an irrevocable, one-time election, by
written notice to the Company within ten days after his or her initial election to the
Board, or, in the case of the directors in office on the Effective Date, within ten 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 are subject to the withholding of
federal income tax under Section 3402 of the Code, and “officer” shall mean an individual
elected or appointed by the Board or the board of directors of the subsidiary, as the case
may be, or chosen in such other manner as may be prescribed in the bylaws of the Company or
the subsidiary, to serve as such.


 


 









 






(h) “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 the Common Stock is not so listed, 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
Stock Market, or, if not reported by the Nasdaq Stock Market, by Pink OTC Markets Inc. (or
its successor, or if Pink OTC Markets Inc. or its successor does not then exist, such
over-the-counter quotation service as the Board shall determine), or (iii) if shares of
Common Stock are not publicly traded, the most recent value determined in good faith by the
Board using a “reasonable application of a reasonable valuation method” within the meaning
of Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).




(i) “Holder” means an Eligible Director to whom an Option has been granted under the
Plan.




(j) “Initial Options” means those options granted to each Eligible Director who becomes
a member of the Board automatically on the date of his or her initial election as a director
of the Company.




(k) “Option” means any option to purchase shares of Common Stock granted pursuant to
the provisions of the Plan, including Initial Options and Subsequent Options.




(l) “Plan” means this Brigham Exploration Company 1997 Director Stock Option Plan, as
amended.




(m) “Subsequent Options” means those options granted automatically as of December 31 of
each year to each Eligible Director who is serving the Company as a director on such date
beginning December 31, 1997.



III. ADMINISTRATION




The Plan shall be administered by the Board. The Board shall have no authority, discretion or
power to select the participants who will receive Options, to set the number of shares to be
covered by any Option, to set the exercise price of any Option or to set the period within which
Options may be exercised, or to alter any other terms or conditions specified herein, except in the
sense of administering the Plan subject to the express provisions of the Plan and except in
accordance with Section 6.02 hereof. Subject to the foregoing limitations, the Board shall have
authority and power to adopt such rules and regulations and to take such action as it shall
consider necessary or advisable for the administration of the Plan, and to construe, interpret and
administer the Plan. The decisions of the Board relating to the Plan shall be final and binding
upon the Company, the Holders and all other persons. No member of the Board shall incur any
liability by reason of any action or determination made in good faith with respect to the Plan or
any stock option agreement entered into pursuant to the Plan.


 


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IV. OPTIONS




4.01 Participation. Each Eligible Director who does not elect to decline to participate in the
Plan pursuant to paragraph (g) of Article II hereof shall be granted an Option to purchase Common
Stock under the Plan on the terms and conditions herein described.



4.02 Terms and Conditions of Options; Stock Option Agreements. Each Option granted under the
Plan shall be evidenced by a written stock option agreement entered into by the Company and the
Holder to whom the Option is granted, which agreement shall include, incorporate or conform to the
following terms and conditions, and such other terms and conditions not inconsistent therewith or
with the terms and conditions of the Plan as the Board considers appropriate in each case:




(a) Option Grant Dates. An Option shall be granted (i) to each Eligible Director who
becomes a member of the Board after the Effective Date automatically on the date of his or
her initial election as a director of the Company (an “Initial Option”), provided that such
person does not elect to decline to participate in the Plan pursuant to paragraph (g) of
Article II hereof, and (ii) automatically as of December 31 of each year to each Eligible
Director who is serving the Company as a director on such date, beginning December 31, 1997
(a “Subsequent Option”). The date of grant of an Option pursuant to the Plan shall be
referred to hereinafter as the “Grant Date” of such Option.




(b) Number of Shares. Each Initial Option shall entitle the Holder to purchase, in
accordance with the terms of such Option and the Plan, 20,000 shares of Common Stock,
subject to adjustment in accordance with Section 5.02 hereof. Each Subsequent Option shall
entitle the Holder to purchase, in accordance with the terms of such Option and the Plan,
10,000 shares of Common Stock, subject to adjustment in accordance with Section 5.02 hereof.
If, on the Grant Date of any Option, fewer shares of Common Stock remain available for grant
than are necessary to permit the grant of Options to each person entitled to receive an
Option on such date in accordance with the provisions of this Section 4.02, then (i) first,
an Option covering an equal number of whole shares of Common Stock, up to 20,000 shares,
shall be granted on such date to each Eligible Director who is to receive an Initial Option
and (ii) thereafter, Options shall be granted to the remaining Eligible Directors then
serving covering an equal number of whole shares of Common Stock and all such Options shall
cover, in the aggregate, all remaining shares of Common Stock then available for grant under
the Plan (or such smaller number as may be necessary to permit each such Option to cover an
equal number of whole shares of Common Stock).




(c) Price. The price at which each share of Common Stock covered by an Option may be
purchased pursuant to the Plan shall be the Fair Market Value of a share of Common Stock on
the Grant Date of the Option.




(d) Option Period. Each option shall become exercisable in five equal annual
installments on each of the first five anniversaries of such option’s “Grant Date.” The
period within which each Option may be exercised shall expire on the seventh
anniversary of such Grant Date (the “Option Period”), unless terminated sooner pursuant
to Section 4.02(e) hereof.


 


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(e) Termination of Service, Death, Etc. The following provisions shall apply with
respect to the exercise of an Option granted hereunder in the event that the Holder thereof
ceases to be a director of the Company for the reasons described in this Section 4.02(e):




(i) If the directorship of the Holder is terminated within the Option Period on
account of any act of (a) fraud or intentional misrepresentation or (b)
embezzlement, misappropriation or conversion of assets or opportunities of the
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 a
director of the Company (or during the additional three-month period provided by
paragraph (iii) of this Section 4.02(e)), the Option may be exercised, to the extent
that the Holder was entitled to exercise it at the date of the Holder’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 the Holder, or by the person or
persons who shall have acquired the Option directly from 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 this Section 4.02(e))
within the Option Period, including a failure by the stockholders of the Company to
reelect the Holder as a director, the Option may be exercised, to the extent the
Holder was entitled to do so at the date of termination of the directorship, within
three months after such termination (if within the Option Period), but not
thereafter.




(f) Transferability. An Option granted under the Plan shall not be transferable by the
Holder, otherwise than by will or pursuant to the laws of descent and distribution or with
the consent of the Board, and during the lifetime of the Holder the Option shall be
exercisable only by the Holder or his or her guardian or legal representative or by
transferees of the Holders in such 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 of exercise serving as a
director of the Company, and, except as provided in Section 4.02(e) hereof, such Option
shall terminate upon termination of the Holder’s service as a director of the Company.


 


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(h) Exercise, Payments, Etc. Each Option granted hereunder may be exercised, in whole
or in part, by the Holder thereof at any time or (with respect to partial exercises) from
time to time during the Option Period, subject to the provisions of the Plan and the stock
option agreement evidencing such Option, 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
the Holder specifying the number of shares of Common Stock with respect to which such 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
the Holder 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, the exercising Holder 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 a Holder shall have none of the rights 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 be granted pursuant to
the Plan shall be 1,000,000 shares of Common Stock, in the aggregate, except as such number of
shares shall be adjusted from and after the Effective Date in accordance with the provisions of
Section 5.02 hereof. If any outstanding Option under the Plan shall expire or be terminated for any
reason, the shares of Common Stock allocable to the unexercised portion of such Option shall again
be available for grant under the Plan.



5.02 Adjustments Upon Changes in Common Stock. In the event the Company shall 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 smaller number of shares, the maximum number of shares as to
which Options may be granted under the Plan shall be increased or decreased proportionately. In the
event that before delivery by the Company of all the shares of Common Stock in respect of which any
Option has been granted under the Plan, the Company shall have effected such a split, dividend or
combination, the shares still subject to the Option shall be increased or decreased proportionately
and the purchase price per share shall be increased or decreased proportionately 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 the Common Stock not covered by the foregoing, or in the
event of a liquidation or reorganization, including a merger, consolidation or sale of assets, the
Board shall make such adjustments, if any, as it may deem equitable in the number, purchase price
and kind of shares covered by the unexercised portions of Options theretofore granted under the
Plan; provided, however, that any such adjustment shall be made in accordance with Section 409A of
the Code and the regulations thereunder. The provisions of this Section 5.02
shall only be applicable if, and only to the extent that, the application thereof does not
conflict with any valid governmental statute, regulation or rule.


 


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VI. GENERAL PROVISIONS




6.01 Termination of Plan. The Plan shall terminate whenever (whether before or after the
Effective Date) the Board adopts a resolution to that effect. If not sooner terminated in
accordance with the preceding sentence, the Plan shall wholly cease and expire on March 4, 2017.
After termination of the Plan, no Options shall be granted under the Plan, but the Company shall
continue to recognize, and perform its obligations 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 impair any Options theretofore granted under the Plan or deprive
any Holder of any shares of Common Stock which such Holder might have acquired through or as a
result of the Plan, and (b) after the stockholders of the Company have approved and adopted the
Plan in accordance with Section 6.04 hereof, no such amendment or modification shall be made
without the approval of the holders of the outstanding shares of capital stock of the Company
entitled to vote in the election of directors generally where such amendment or modification would
(i) increase the total number of shares of Common Stock as to which Options may be granted under
the Plan or decrease the exercise price at which Options may be granted 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 the Plan, (iii) materially increase the benefits accruing to Holders under
the Plan or (iv) extend the term of the Plan or the Option Period specified in Section 4.02(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 the Plan and (c) the class of persons eligible to be granted
Options under the Plan shall not be amended more than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder.



6.03 Treatment of Proceeds. Proceeds from the sale of Common Stock pursuant to Options granted
under the Plan shall constitute general funds of the Company.



6.04 Effectiveness. The Plan shall become effective as of the Effective Date, subject to and
upon the receipt of shareholder approval by the affirmative votes of the holders of a majority of
the shares of Common Stock present, or represented, and entitled to vote at a meeting of
stockholders duly held in accordance with the applicable laws of the State of Delaware.



6.05 Section Headings. The section headings included herein are only for convenience, and they
shall have no effect on the interpretation of the Plan.




 


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