1997 Director Stock Option Plan

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 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 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 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.

1


(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.

(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.

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 i ...