0000950134-09-010284 Sample Contracts

STOCK APPRECIATION RIGHTS AGREEMENT OFFICER CLIFF VESTING AWARDS FOR DENBURY RESOURCES INC.
Stock Appreciation Rights Agreement • May 11th, 2009 • Denbury Resources Inc • Crude petroleum & natural gas

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.

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STOCK APPRECIATION RIGHTS AGREEMENT OFFICER CLIFF VESTING AWARDS FOR DENBURY RESOURCES INC.
Stock Appreciation Rights Agreement • May 11th, 2009 • Denbury Resources Inc • Crude petroleum & natural gas

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.

May 4, 2009 Denbury Onshore, LLC 5100 Tennyson Parkway Suite 3000 Plano, Texas 75024 Attention: Mr. Phil Rykhoek
Credit Agreement • May 11th, 2009 • Denbury Resources Inc • Crude petroleum & natural gas

Re: Sixth Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) dated as of September 14, 2006, among Denbury Onshore, LLC, a Delaware limited liability company (“Borrower”), Denbury Resources Inc., a Delaware corporation (“Parent”), the financial institutions party thereto as lenders (“Banks”), JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative Agent”), and the other agents party thereto. Unless otherwise defined herein, all terms used herein which are defined in the Credit Agreement shall have the meaning assigned to such terms in the Credit Agreement.

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