Exhibit 10.9

KODIAK OIL AND GAS CORP.  2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AND PERFORMANCE
AWARD AGREEMENT

ThisRESTRICTED STOCK UNIT AND PERFORMANCE AWARD AGREEMENT(the "Agreement") is made
this                        day
of                                    ,
                        (the "Grant Date"), by and betweenKodiak Oil & Gas Corp., a Yukon Territory
corporation (the "Company") and                        , an individual resident
of                        ,
                        ("Participant"), pursuant to the terms of the Kodiak Oil and Gas Corp. 2007 Stock Incentive
Plan (the "Plan"). Terms used but not defined herein shall have the meanings ascribed to them in the Plan.

1.Award of Restricted Stock Units.Subject to the terms of this Agreement and the Plan, the Company hereby
grants to Participant an award of                        restricted stock units ("RSUs"), representing the right to receive shares
of the Company's common stock, no par value per share ("Common Shares"),
upon the satisfaction of the Performance Conditions set forth on Exhibit A attached hereto ("Exhibit A"). Common Shares issued in settlement of RSUs ("Award Shares") pursuant to this
Agreement shall be subject to the vesting Service Conditions set forth in Sections 3(b) and 3(c). Each RSU represents the
right to receive one Award Share, subject to the vesting requirements and distribution provision of this Agreement and the Plan. The RSUs and the Award Shares are granted under Section 6(c) of
the Plan. A copy of the Plan will be furnished upon request of Participant.

2.Performance Award.Subject to the terms of this Agreement and the Plan, the Company hereby grants to
Participant a Performance Award ("PA") representing the right to receive an amount equal to the value, determined on the applicable vesting date,
of                                    Common Shares, upon the
satisfaction of the Performance Conditions described in Exhibit A and subject to the vesting Service Conditions in Sections 3(b) and 3(c). The PA is granted under Section 6(d) of
the Plan. The PA will be paid out in cash; provided, however, that the Compensation Committee may, in its sole discretion, elect to settle all or any portion of the PA in Common Shares.

3.Vesting and Forfeiture.



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On each of the following Service Vesting Dates

Percentage of Award Shares and Percentage
of Earned PA that will become Vested




4.Restrictions on Transfer.Neither the RSUs, the unvested Award Shares, nor the PA may be pledged, alienated,
attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company, and no attempt to transfer the RSUs, unvested
Award Shares or the PA, whether voluntary or involuntary, by operation of law or otherwise, shall vest the purported transferee with any interest or right in or with respect to the RSUs, unvested
Award Shares or PA, provided that in the event of Participant's death, payment with respect to Participant's vested RSUs and vested PA will be made to the Participant's representative or to any person
to whom the RSUs and PA have been transferred by will or applicable laws of descent and distribution.

5.     Payment and Settlement of RSUs and PA.



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6.Adjustments.The RSUs and Award Shares shall be subject to adjustment, in accordance with Section 4(c)
of the Plan, in the event that any distribution, stock split, reverse stock split, recapitalization, reorganization, merger, combination or other event covered by Section 4(c) of the Plan shall
occur, and if Participant's RSUs or Award Shares are so adjusted, Participant's PA will be subject to the same proportional adjustment.

7.Miscellaneous.



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(Signature page follows)

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IN WITNESS WHEREOF,the Company and Participant have executed this Restricted Stock Unit and Performance Award Agreement on the date set
forth in the first paragraph.

KODIAK OIL & GAS CORP.By:Name:Title:PARTICIPANTName:


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EXHIBIT A

PERFORMANCE VESTING MATRIX

7

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