Use these links to rapidly review the documentKODIAK OIL & GAS CORP. FORM 10-K TABLE OF CONTENTS

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington D.C. 20549



FORM 10-K/AAmendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2008
Commission file number: 001-32920



LOGO

(Exact
name of registrant as specified in its charter)

Yukon Territory(State or other jurisdiction of incorporation
or organization)

N/A(I.R.S. Employer Identification No.)1625 Broadway, Suite 250
Denver, Colorado 80202(Address of principal executive offices)

(303) 592-8075(Registrant's telephone number, including area code)


Securities
pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Exchange on Which RegisteredCommon Stock

NYSE Amex LLC


Securities
registered pursuant to Section 12(g) of the Act:

Title of Each ClassN/A


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference on Part III of this Form 10-K or any amendment
to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

At June 30, 2008, the aggregate market value of the registrant's Common Stock held by non-affiliates of the registrant was approximately
$401,665,000.

The
number of shares of the registrant's Common Stock outstanding as of March 11, 2009, was 95,129,431.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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Table of Contents



KODIAK OIL & GAS CORP.  FORM 10-K  TABLE OF CONTENTS



PART III

2ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

2ITEM 11. EXECUTIVE COMPENSATION

5ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

19ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

20ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

21PART IV

22ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

22SIGNATURES

24


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EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of Kodiak Oil & Gas Corp. ("Kodiak", "we",
"our", "us", or the "Company") for the year ended December 31, 2008, which was originally filed with the U.S. Securities and Exchange Commission ("SEC") on March 12, 2009, is being filed
to include responses to the items required by Part III. Additionally, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Company has filed the certifications required by Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Except as specifically provided otherwise herein, this Amendment
No. 1 does not reflect events occurring after March 12, 2009, the date of the filing of our original Form 10-K, or modify or update those disclosures that may have
been affected by subsequent events.

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Table of Contents

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information with respect to our current executive officers and directors. The term for each
director expires at our next annual general meeting or until their successor is elected and has qualified. The ages of the directors and executive officers are shown as of December 31, 2008.

Name and Municipality of Residence

Position and Office Held

Director/Officer
Since

AgeExecutive OfficersLynn A. PetersonDenver, Colorado

Director, President & CEO

November 2001


55James E. CatlinDenver, Colorado

Chairman, Executive V.P. & COO

February 2001


62James K. DossDenver, Colorado(1)

CFO, Secretary & Treasurer

May 2008


49DirectorsRodney D. Knutson(2)(3)Aspen, Colorado

Director

March 2001


67Herrick K. Lidstone, Jr.(2)(3)Centennial, Colorado

Director

March 2006


59Don A. McDonald(2)(3)Denver, Colorado

Director

June 2006


47


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The
following is a brief description of the employment background of the Company's directors and executive officers:

Lynn
A. Peterson has served as a director of the Company since November 2001, and President and Chief Executive Officer since July 2002. Mr. Peterson has over 25 years of
industry experience. Mr. Peterson was an owner of CP Resources, LLC, an independent oil and natural gas company from 1986 to 2001. Mr. Peterson served as Treasurer of Deca Energy
from 1981 to 1986. Mr. Peterson was employed by Ernst and Whinney as a certified public accountant prior to this time. He received a Bachelor of Science in Accounting from the University of
Northern Colorado in 1975. Mr. Peterson's business address is 1625 Broadway, Suite 250, Denver, Colorado 80202.

James
E. Catlin has served as a director of the Company since February 2001, Chairman since July 2002, Chief Operating Officer since June 2006, Secretary from July 2002 until May 2008,
and Executive Vice President since May 2008. Mr. Catlin has over 30 years of geologic experience, primarily in the Rocky Mountain Region. Mr. Catlin was an owner of CP
Resources LLC, an independent oil and natural gas company from 1986 to 2001. Mr. Catlin was a founder and Vice-President of Deca Energy from 1980 to 1986 and worked as a
district geologist for Petroleum Inc. and Fuelco prior to this time. He received a Bachelor of Arts and a Masters degree in Geology from the University of Northern Illinois in 1973.
Mr. Catlin's business address is 1625 Broadway, Suite 250, Denver, Colorado 80202.

James
K. Doss joined the Company in May 2008 as Secretary, Treasurer and Chief Financial Officer. Before joining Kodiak, Mr. Doss served as the controller of Gasco
Energy, Inc., an independent oil and gas company focused on development of large natural gas deposits in the Rocky Mountains, from April of 2007 until his appointment as an officer of Kodiak.
From January of 2006 to April of 2007, Mr. Doss was manager of revenue accounting at Western Gas Resources, Inc., an independent natural gas explorer, producer, gatherer, processor,
transporter and energy marketer. From

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June
of 2003 to December of 2005, Mr. Doss served as the controller for the Southern Ute Indian Tribe's business group, The Growth Fund. Additionally, from January of 2005 to December of 2005,
Mr. Doss served as the director of gas marketing for Red Cedar Gathering Company, a natural gas gathering and treatment system owned in a joint venture by the Southern Ute Indian Tribe and
Kinder Morgan Inc. Mr. Doss' business address is 1625 Broadway, Suite 250, Denver, Colorado 80202.

Rodney
D. Knutson has served as a director of the Company since March 2001. Currently, he is a self-employed attorney in Aspen, Colorado. Prior to this, he had over ten years
of private law practice in Denver, Colorado and over 30 years experience working with oil, gas and mining
companies. Mr. Knutson has a Bachelor of Electrical Engineering (1965) from the University of Minnesota and a Juris Doctor (1972) from the University of Denver. Mr. Knutson is a former
president of the Rocky Mountain Mineral Law Foundation. Mr. Knutson's business address is 1625 Broadway, Suite 250, Denver, Colorado 80202.

Herrick
K. Lidstone, Jr. has served as a director of the Company since March 2006. Mr. Lidstone is an attorney at law in Greenwood Village, Colorado, and is currently with Burns,
Figa & Will, P.C., where he practices in corporate and securities law, dealing frequently with mergers and acquisitions, finance transactions, and private and public securities offerings.
Mr. Lidstone serves on the Securities Board for the Department of Regulatory Agencies in Colorado. He has been Adjunct Professor of Law at the University of Denver and has taught continuing
education courses for the National Business Institute and other CLE providers. He has numerous legal publications and presentations to his credit. Mr. Lidstone received a Bachelor of Arts from
Cornell University in 1971 and a Juris Doctor from the University of Colorado School of Law in 1978. Mr. Lidstone's business address is Suite 1000, 6400 South Fiddler's Green Circle,
Greenwood Village, Colorado 80111.

Don
A. McDonald has served as a director of the Company since June 2006. He is a certified public accountant who serves as an associate with Houston-based Albrecht & Associates, a
leading oil and natural gas divestiture firm. Prior to joining Albrecht in 2006, he helped establish the energy lending division for Bank of the West in Denver. Mr. McDonald holds a Master of
Science in Accounting from the University of Colorado and a Bachelor of Business Administration in Finance from the University of Iowa. During a 20-year career as a senior financial
officer in several regional and super regional financial institutions, Mr. McDonald specialized in energy lending, with expertise in financial areas of accounting systems,
controller-side stewardship, and debt structuring. Mr. McDonald's business address is Suite 220, 1625 Broadway, Denver, Colorado 80202.

Audit Committee and Audit Committee Financial Expert

The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), to oversee the Company's corporate accounting and financial reporting processes and audits of its financial statements. The current members of our Audit Committee are
Messrs. McDonald, Lidstone and Knutson. Mr. McDonald is chairman of the Audit Committee. The Board has determined that all current members of the Audit Committee are "financially
literate" as interpreted by the Board in its business judgment. Mr. McDonald further qualifies as an audit committee financial expert, as defined in the applicable rules of the U.S. Securities
and Exchange Commission ("SEC").

We
have established an Audit Committee Charter that deals with the establishment of the Audit Committee and sets out its duties and responsibilities. The Audit Committee reviews and
reassesses the adequacy of the Audit Committee Charter on an annual basis. The Audit Committee Charter is available on our Company website at http://www.kodiakog.com. Further information on our Audit
Committee and related matters, including the Report of our Board on Audited Financial Statements, is located below under Item 14.

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Code of Business Conduct and Ethics

The Company has adopted a code of ethics that is applicable to its principal executive officer and principal financial and accounting
officer, as well as to all other employees of the Company, and has posted such code on the Company's website at http://www.kodiakog.com/corporate-governance/codeofethics.html.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities ("10% Stockholders"), to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and 10%
Stockholders are required to furnish the Company with copies of all Forms 3, 4 and 5 they file.

Based
solely on a review of the reports furnished to the Company, or written representations from reporting persons that all reportable transaction were reported, the Company believes
that during the fiscal year ended December 31, 2008 and for the prior fiscal years, the Company's officers, directors and 10% Stockholders timely filed all reports they were required to file
under Section 16(a), except that one amended report relating to one transaction was not timely filed by Mr. Peterson and one amended report relating to one transaction was not timely
filed by Mr. Catlin.

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ITEM 11.    EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis discusses and analyzes our executive compensation program with respect to our Named Executive
Officers ("NEO" or "NEOs") listed in the summary compensation table below: Chief Executive Officer Lynn Peterson; Chief Operating Officer James Catlin; Chief Financial Officer James Doss; and former
Chief Financial Officer James Henderson.

The
structure of our executive compensation program is designed to compensate executives appropriately and fairly and to drive superior performance through our incentive-based
compensation program so that our executives' interests are aligned with our shareholders' interests. A large proportion of total direct NEO compensation is "at risk". "At risk" means that the amount
of short-term cash bonuses, and the value and amount of stock options, awarded to the NEOs will be limited, and may be nil, unless the Compensation and Nominating Committee ("Compensation
Committee") determines that individual performance warrants otherwise and certain Company performance goals are achieved, and, in the case of stock option awards, our stock price appreciates.
Executive compensation is designed to be reflective of the business challenges facing the Company and scaled to the industry. The Compensation Committee believes that each NEO's overall compensation
should be competitive with similar oil and gas companies after taking into account the officer's individual performance.

Objectives of our Executive Compensation Program

The principle objectives that guide the Compensation Committee in its deliberations regarding executive compensation matters
include:



The Role of the Compensation Committee, Management and Consultants

Our Compensation Committee determines and approves the compensation for our NEOs after receiving input from Mr. Peterson and
Mr. Catlin. Mr. Doss does not have a role in determining executive compensation. During 2007, the Compensation Committee engaged an outside consultant, Denver Management
Advisors, Inc. to review peer group companies and assist the Compensation Committee with the collection and analysis of executive compensation data related to such peer group companies. The
peer group companies consisted of Abraxas Petroleum Corp/NV, Barnwell Industries, Callon Petroleum Co/DE, Carrizo Oil & Gas Inc., Crimson Exploration Inc., Delta Petroleum Corp.,
Double Eagle Petroleum Co., Edge Petroleum Corp., McMoran Exploration Co., NGAS Resources Inc., Parallel Petroleum Corp., Petroquest Energy Inc., PrimeEnergy Corp., Quest
Resource Corp. and Vaalco Energy Inc. Among other things, the Compensation Committee consulted Denver Management Advisors, Inc. and peer group information when establishing the
employment contracts for Mr. Peterson and Mr. Catlin. Although the Compensation Committee utilized the survey data provided by Denver Management Advisors, Inc. to inform the
Compensation Committee's decision

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making
process generally with respect to the determination of the various components of compensation, the Compensation Committee did not target any particular benchmarks. The Compensation Committee
did not engage consultants or review new peer group data during 2008, but the 2007 report of Denver Management Advisors, Inc. was available to the Compensation Committee when making decisions
regarding compensation levels for 2008.

How the Elements of our Executive Compensation Program were Selected

The Compensation Committee conducts an annual review of the Company's executive compensation to ensure that it is structured to satisfy
our corporate objectives. The Compensation Committee considers how each component of compensation motivates executives to help the Company achieve its general business objectives and how it promotes
retention of executives who share the Company's values. Our compensation structure is designed to promote initiative, resourcefulness and teamwork by key employees whose performance and
responsibilities directly affect our results of operations. In determining the compensation of our NEOs, the Compensation Committee utilizes both fixed compensation (salary and benefits) and variable
performance-based compensation
(cash bonuses and equity compensation) to achieve a balanced program that the Compensation Committee believes is competitive and fair.

Total
compensation for each NEO is established primarily based on the Compensation Committee's view of the skills and experience that each such employee brings to our Company, the
individual's seniority within the Company, the Compensation Committee's expectations for performance for that individual during the course of the year, the performance of the Company and peer group
data. Given the Company's relatively short operating history, the Company has not formalized objective measures to evaluate the individual performance of each executive officer. Thus, with respect to
the evaluation of individual NEO performance, the Compensation Committee subjectively evaluates each individual's expected and actual contribution to the Company in light of the Company's overall
performance. With respect to evaluation of the Company's performance, the Company has established objective performance measures with respect to stock option awards and subjective measures with
respect to cash bonus awards, as discussed in more detail below.

The
primary elements of our compensation mix are base salary and benefits, short-term cash incentive bonus, long-term equity-based compensation and
termination/change of control benefits.



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We
believe that this mix of short-term and longer-term compensation will assist us in achieving our dual goals of retaining our existing executive officers and,
when necessary, attracting highly qualified executives with an entrepreneurial spirit and providing meaningful performance incentives for those executives.

Employment Agreements

The Company has employment agreements in place with each of its NEOs. Such employment agreements contain provisions related to base
salary, bonus, equity-based compensation and termination and change of control benefits.

Employment Agreements with Lynn Peterson and James Catlin

The employment agreements for Lynn Peterson and James Catlin each provide for a three-year term commencing
January 1, 2008 and automatically renew for successive one-year terms unless either party gives notice otherwise. The agreements provide for an annual salary of $350,000 and further
provide that Mr. Peterson and Mr. Catlin are eligible for a cash bonus to be determined by the Compensation Committee. Additionally, they are eligible to participate in all equity-based
compensation plans offered by the Company and as determined by the Compensation Committee. The employment agreements provide that the cash bonus and equity-based compensation may be based on the
achievement of certain performance goals for each individual and the Company, as set by the Compensation Committee. To date, the Compensation Committee has established objective performance conditions
only with respect to stock options awards, but not with respect to cash incentive bonuses. As a result, until objective performance goals are established with respect to cash bonuses, any cash bonuses
awarded to Mr. Peterson and Mr. Catlin will be wholly at the discretion of the Compensation Committee.

Employment Agreement with James Doss

James Doss' employment agreement provides for a term through December 31, 2009 and will automatically renew for successive
one-year terms unless Mr. Doss or the Company give notice otherwise. Mr. Doss' agreement provides for an annual salary of $145,000 and eligibility for a discretionary cash
bonus in an amount determined by the Company based on the Company's performance, Mr. Doss' performance and satisfaction of goals that may be established by the Company. Additionally,
Mr. Doss is eligible to participate in all equity-based compensation plans offered by the Company.

2008 Executive Compensation

Base Pay

Salary for each of our NEOs is governed by the NEO's respective employment agreement with the Company, as discussed in more detail
above under the heading "Employment Agreements." When the Compensation Committee initially established the salary levels of our NEOs as provided for in their respective employment agreements, the
Compensation Committee assessed each executive's duties and scope of responsibilities, experience and background, the market demand for the individual's skills, the individual's influence on
long-term Company strategies and success, the Company's financial and operating results and his individual performance and expected future contributions to the Company. The Compensation
Committee received candid and direct input from Mr. Peterson and Mr. Catlin and information from Denver Management Advisors Inc. No salary increases were provided to NEOs as a
result of 2008 performance or subsequently.

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Performance-Based Annual Cash Bonus

The Compensation Committee may grant annual cash incentive bonuses as a reward for achievement of individual objectives and the
Company's general business objectives. Any grant of annual incentive bonuses is currently discretionary and is made in furtherance of our compensation objectives. The Compensation Committee determines
bonus amounts based on the Company's financial and operational performance, as well as the performance of the individual executive officer. The Company has not formalized objective measures to
evaluate the individual and Company performance in respect of cash bonus awards for each NEO or to determine their respective levels of compensation. Thus, the determination by the Compensation
Committee with respect to bonus awards are based on the Compensation Committee's subjective judgment of the individual's performance, supplemented by the Compensation Committee's subjective view of
the Company's performance during the respective year. After completing its review, the Compensation Committee ultimately determined that corporate performance during 2008 did not warrant the award of
short-term cash incentive bonuses to the NEOs for the 2008 fiscal year.

Long-Term Equity-Based Incentive Awards

An important element of our executive compensation program is our long-term equity-based incentive awards, which link
executive pay to stockholder value. Our long-term equity incentives are primarily intended to align our NEOs' long-term interests with stockholders' long-term
interests, although we believe that by promoting stock ownership by our executives, they also play a role in helping us to attract and retain top-performing executives who fit a
team-oriented and performance-driven culture.

Stock Options

The
Company grants long-term annual incentive awards to the NEOs in the form of stock options with an exercise price that is equal to the fair
market value of our common stock on the grant date. As a result, the NEOs will only realize value on their stock options if our stockholders realize value on their shares. The Compensation Committee
believes that the grant of annual stock options is preferable to other types of possible annual equity-based awards, such as stock awards, because of the tax and financial accounting impact on the
Company and the tax impact on the NEO.

The
Compensation Committee issues annual stock option awards in order to provide incentives to our executives to increase stockholder value. In 2008, Mr. Peterson's and
Mr. Catlin's equity-based compensation comprised approximately 72% of his respective total compensation. Mr. Doss' equity-based compensation comprised approximately 51% of his total
compensation in 2008. The amount of stock options granted to the NEOs was contingent on the Compensation Committee's subjective determination of the following factors:



A.    2008
Stock Option Grants

During
and prior to the 2007 fiscal year, the vesting of such stock option grants was subject only to time-based conditions. However, beginning in 2008, the Compensation
Committee began basing the vesting of annual stock option grants on performance-based measurements, rather than time-based measurements alone. Specifically, for the awards granted in 2008
to Lynn Peterson and James Catlin of stock options to acquire 300,000 shares, and to James Henderson of stock options to acquire 150,000

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shares,
the vesting of such awards was contingent on the following objective financial and operating performance of the Company:



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Effective
on the determinative date of March 20, 2009, the Compensation Committee determined that none of the foregoing performance-based conditions were satisfied in respect of
the 2008 fiscal year, and the Compensation Committee declined to exercise its retained discretion to permit vesting of certain of the stock options. As a result, all of the stock options granted to
Lynn Peterson and James Catlin in respect of the 2008 fiscal year expired in full unvested. James Henderson's performance-based stock options expired unvested in connection with the termination of his
employment.

B.    2009
Stock Option Grants

In
April of 2009, the Compensation Committee granted (1) Lynn Peterson performance-based stock options to acquire 500,000 shares, (2) James Catlin performance-based stock
options to acquire 300,000 shares and (3) James Doss performance-based stock options to acquire 200,000 shares. The performance criterion and percent of options that may vest for each such
performance criterion are the same as those used for the stock options granted to Messrs. Peterson, Catlin and Henderson in 2008 (as described above), except that each criterion has a different
threshold and goal value, as follows:

Threshold(1)

Goal(2)Net Worth

$
32,998,224

$
39,597,869Income (Loss)

$
(56,498,064
)
$
0Adjusted EBITDA(3)

$
(1,237,829
)
$
3,216,678ProductionBOE (Bbl)


98,564


118,277ReservesBOE proved developed and undeveloped (MBbl)


547.4


656.9






Additionally,
the Compensation Committee again retains discretion to permit up to 25% of the total stock options granted to Messrs. Peterson, Catlin and Doss to vest.

Restricted Stock

In
addition to an initial stock option grant, the Company grants restricted stock awards to new officers such that the officer has an immediate stake in the
Company's stock price, thereby aligning the new officer's interests with those of the shareholders. Additionally, the restricted
stock awards provide a long-term retention incentive for the vesting period. During 2008, in connection with the hiring of James Doss as the Company's Chief Financial Officer, the Company
granted long-term incentive awards to Mr. Doss in the form of shares of restricted stock. Subject to the executive's continued employment with the Company, the shares of restricted
stock vest ratably over three years.

Other Policies and Considerations

Internal Pay Equity

Historically, the Compensation Committee has determined that the contributions of Messrs. Peterson and Catlin in their
respective areas of responsibility were approximately equal. As a result, the Compensation Committee has historically determined to compensate them at equivalent

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levels.
However, in April 2009, due to Mr. Peterson's extensive travel and marketing efforts in 2008 that have continued into 2009, as well as his involvement in the completion of the Company's
August 2008 financing, the Compensation Committee determined to award Mr. Peterson performance-based stock options to acquire 500,000 shares, whereas Mr. Catlin was awarded
performance-based stock options to acquire 300,000 shares. All other compensation of Mr. Peterson and Mr. Catlin remains equivalent.

The
difference in the compensation of Mr. Doss and the other executive officers is primarily due to the fact that Mr. Doss has a shorter tenure with the Company than do
Mr. Peterson and Mr. Catlin and the fact that Mr. Doss has less executive level experience than do Mr. Peterson and Mr. Catlin. The Compensation Committee believes
that the base salary levels for the NEOs, with the opportunity to earn market-level compensation through short-term and long-term incentive plans, are appropriate.

Termination/Change of Control Benefits

As discussed above, the Company has employment agreements in place with each of its NEOs that include, among other things, provisions
regarding termination/change of control benefits. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of fiscal
year-end, are described in detail in the section below entitled "Potential Payments Upon Termination/Change of Control".

Retirement Benefits/Deferred Compensation Opportunities

Effective January 1, 2008, the Company began providing retirement benefits to the NEOs, as well as to all employees of the
Company under the terms of a qualified defined-contribution 401(k) retirement plan. Eligible employees may make voluntary contributions not exceeding statutory limitations to the plan. The Company
matches 100% of employee contributions up to 3% of the employee's salary and 50% of an additional 2% of employee contributions. Employees are vested 100% for all contributions upon participation.

Health and Welfare Benefits

We offer a standard range of health and welfare benefits to all of our employees, including our executive officers, which we believe
support our overall attraction and retention objectives. These benefits include medical, prescription drug and dental coverage. Such benefits are a fixed component of compensation and do not
discriminate in favor of our executive officers.

Perquisites, Personal Benefits and Other Benefits

We believe that the total mix of compensation and benefits provided to our executives is competitive and perquisites should generally
not play a large role in our executive officers' total compensation. As a result, we did not provide any perquisites to our executive officers during 2008. The Company has no nonqualified deferred
compensation.

Stock Ownership Requirements and Hedging Prohibitions

Stock ownership/retention guidelines have not been implemented by the Compensation Committee for our executive officers. We will
continue to periodically review best practices and re-evaluate our position with respect to stock ownership/retention guidelines.

2008 Review Summary

Following the 2008 review of executive compensation, the Compensation Committee determined that the elements of our executive
compensation were reasonable.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the disclosures contained in this Compensation Discussion and
Analysis. Based upon this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis section be included in the Company's 2008 Annual
Report on Form 10-K.

Nominating and Compensation Committee of the BoardHerrick K. Lidstone, Jr., Chairman
Rodney D. Knutson
Don A. McDonald


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SUMMARY COMPENSATION TABLE

A summary of the compensation paid to our NEOs for each of the 2006, 2007 and 2008 fiscal years is set forth below. Additional
information on the components of the total compensation package, including a discussion of the proportion of each element to total compensation, is discussed in the Compensation Discussion and
Analysis.

Name and Principal
Position(1)

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(3)(4)

Option
Awards
($)(3)(4)(5)

All Other
Compensation
($)

Total
$Lynn A. Peterson


2008


350,000








946,917


14,000
(8)

1,310,917President & CEO(2)


2007


350,000


150,000





572,210





1,072,2102006


180,000


300,000





272,000





752,000James E. Catlin


2008


350,000








946,917


14,000
(8)

1,310,917Chairman & COO(2)


2007


350,000


150,000





572,210





1,072,2102006


180,000


300,000





272,000





752,000James K. Doss


2008


86,924





17,153


78,907


4,993
(8)

187,977Secretary, Treasurer & CFO(6)


20072006James P. Henderson(7)


2008


57,656











5,574
(9)

63,2302007


150,000


50,000


62,600


169,320





431,920


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FISCAL 2008 GRANTS OF PLAN-BASED AWARDS

The following table provides information related to grants of plan-based awards to our NEOs during the 2008 fiscal year.

Estimated Future
Payouts Under Equity Incentive
Plan Awards(1)All Other
Stock
Awards: # of
Shares of
Stock(1)

All Other Stock
Awards: # of
Securities
Underlying
Options(1)

Exercise or
Base Price of
Option
Awards
($/Sh)

Grant Date
Fair Value of
Stock Award
and Option
AwardsName

Grant
Date

Date of
Committee
Approval

Threshold
(#)

Target
(#)

Maximum
(#)Lynn A. Peterson


3/13/08


3/13/08


0


300,000


300,000
(2)







2.20


268,341James E. Catlin


3/13/08


3/13/08


0


300,000


300,000
(2)







2.20


268,341James K. Doss


5/27/08


5/01/08











24,000
(4)

180,000
(5)

3.59


499,634James P. Henderson


3/13/08


3/13/08


0


150,000


150,000
(3)







2.20


134,170


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OUTSTANDING EQUITY AWARDS AT 2008 FISCAL YEAR-END

The following table provides information related to the outstanding stock option awards and stock awards held by each of our NEOs at
December 31, 2008.

Stock AwardsOption AwardsMarket
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)Name

Number of
Securities
Underlying
Unexercised
Options
(Exercisable)

Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)

Equity Incentive
Plan Awards:
Number of Securities
Underlying Unexercised
Unearned Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock Held
That Have
Not Vested
(#)(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)Lynn E. Peterson


280,000


220,000
(1)




6.26


5/24/2017











300,000
(3)

2.20


3/12/2013





500,000








3.17


4/14/2011





250,000








1.08


10/16/2010





200,000








0.45


3/1/2009





James E. Catlin


280,000


220,000
(1)




6.26


5/24/2017











300,000
(3)

2.20


3/12/2013





500,000








3.17


4/14/2011





250,000








1.08


10/16/2010





425,000








0.45


3/1/2009





James K. Doss





180,000
(2)




3.59


5/27/2018


24,000
(4)

7,440


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OPTION EXERCISES AND STOCK VESTED

The following table provides information related to options exercised by, and stock awards vested for, our NEOs during the 2008 fiscal
year.

Option AwardsName

Number of Shares
Acquired on
Exercise
(#)

Value
Realized on
Exercise
($)Lynn A. Peterson


225,000


45,000
(1)






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Table of Contents

Potential Payments Upon Termination/Change of Control

As discussed in more detail below, we have employment agreements in place with each of our NEOs that provide for compensation upon the
termination of their employment under certain circumstances and in the event of a change of control.

Termination for Cause/Good Reason

Under each NEO's respective employment agreement, if the officer is terminated without cause (defined below) and without advance notice
prior to expiration of the original term or due to his death or disability, or if he resigns for good reason (defined below), the Company is required to pay the following: (1) with respect to
Lynn Peterson and James Catlin, his respective base salary at the rate in effect on the termination date through expiration of the original term or for 18 months, whichever is a longer period
of time; and (2) with respect to James Doss, his base salary at the rate in effect on the termination date through the end of the then current calendar year end. Each NEO's eligibility to
receive the foregoing compensation is contingent upon the NEO's execution of a
general release in favor of the Company and its affiliated persons and entities, satisfactory to the Company in its sole discretion. Under the terms of their employment agreements, upon termination of
a NEO without cause or for death or disability, all unvested benefits (whether equity or cash benefits and bonuses) previously granted to the NEO (except in the case of Mr. Doss, all unvested
benefits previously granted to Mr. Doss through this employment agreement) will vest immediately upon such termination.

Termination
for "cause" is determined in the discretion of the Company and generally includes, but is not limited to, gross negligence or willful misconduct in the performance of job
duties, willful conduct that materially injures the Company, fraudulent acts or other breaches of fiduciary duty, a conviction for (or pleading of no contest to) a felony or other crimes involving
fraud or dishonesty, and other legal or regulatory violations that are harmful to the Company's business or reputation. Termination for "good reason" with respect to Lynn Peterson and James Catlin
means that (1) the Company has materially breached the terms of the employment agreement or any other agreement between him and the Company; (2) the NEO's job duties have been
substantially changed or diminished without the NEO's consent; or (3) the NEO is required to relocate more than 50 miles. Termination for "good reason" with respect to James Doss means that
(1) there has been a material decrease in his compensation or budget, or the authority or duties of his position or that of his supervisor; or (2) Mr. Doss has been required to
make a substantial geographic relocation.

Termination in Connection with a Change of Control

Under their respective employment agreements, each of the NEO's equity-based compensation will immediately vest following a "change of
control"(defined below). In addition, under Lynn Peterson's and James Catlin's employment agreements, if either is terminated for any reason (excluding termination for "cause" or as a result of his
death or disability) or if either resigns for good reason during a 12-month period following a "change of control" (defined below), the Company would be required to pay him a cash
severance payment in a lump sum within 60 days following the date of such termination in an amount equal to 2.9 times the sum of (a) his current salary and (b) the amount of his
most recent discretionary bonus. Under James Doss' employment agreement, if he is terminated (excluding termination for "cause" or as a result of his death or disability) or resigns for good reason
during the year following a "change of control" (defined below), the Company would be required to pay him a cash severance payment in a lump sum within 60 days following the date of such
termination or resignation in an amount equal to 18 months' severance plus 50% of any cash bonuses paid to Mr. Doss in the prior 12 months. Additionally, each NEO's employment
agreement provides that all of his respective equity-based compensation shall immediately vest upon a "change of control" (defined below).

16

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Table of Contents

For
purposes of each of the NEO's agreements, the term "change of control" means the occurrence of any of the following:



Potential Cost of Termination Payments in the Event of Termination

In the tables below, we have estimated the potential cost to us of the compensation to which each NEO would have been entitled if his
employment had been terminated (1) without cause or due to death or disability or (2) in connection with a change of control, in either case effective at the end of the day on
December 31, 2008.

Compensation in Connection with a
Termination without Cause or due to
Death or DisabilityCash Severance

Equity(3)

TotalLynn A. Peterson

$
700,000
(1)
$
806,715

$
1,506,715James E. Catlin

$
700,000
(1)
$
806,715

$
1,506,715James K. Doss

$
0
(2)
$
342,610

$
342,610


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Table of Contents

If
a NEO terminates their employment for good reason, they are entitled to the same cash severance terms as if they were terminated without cause or due to disability, but receive no
vesting of equity benefits. Accordingly, if Messrs. Peterson or Catlin terminate their employment for good reason effective as of December 31, 2008, they are entitled to a cash severance
of $700,000. If Mr. Doss terminates his employment for good reason effective as of December 31, 2008, he would be entitled to a cash severance of $0. Please see the footnotes to the
table above for calculation explanations.

Compensation in Connection with a
Change of ControlCash Severance

Equity

TotalLynn A. Peterson

$
1,450,000

$
806,715

$
2,256,715James E. Catlin

$
1,450,000

$
806,715

$
2,256,715James K. Doss

$
217,500

$
342,610

$
560,110


Report On Repricing Of Options

We did not reprice any stock options during the fiscal years ended December 31, 2007 or 2008.



There were no compensation committee or board interlocks among the members of our Board during 2008.

DIRECTOR COMPENSATION

The following table provides information related to the compensation of our non-employee directors during fiscal year 2008.

Name

Fees Earned or
Paid in Cash
($)

Option
Awards
($)(1)(2)(3)

Total
$Rodney D. Knutson


20,000


115,595


135,595Herrick K. Lidstone


24,500


115,595


140,095Don A. McDonald


26,000


115,595


141,595


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Table of Contents

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of
March 31, 2009 by:



Unless
otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown. Our directors and executive officers do not have different
voting rights from other shareholders.

Name

Business Address

Amount and
Nature

Percentage
of ClassLynn A. Peterson

1625 Broadway, Suite 250, Denver, Colorado 80202

4,510,021(1)(2)


4.69
%(1)James E. Catlin

1625 Broadway, Suite 250, Denver, Colorado 80202

3,103,150(1)(3)


3.23
%(1)James K. Doss

1625 Broadway, Suite 250, Denver, Colorado 80202

91,000(4)


*Rodney D. Knutson

1625 Broadway, Suite 250, Denver, Colorado 80202

523,250(5)


*Don A. McDonald

Suite 220, 1625 Broadway, Denver, Colorado 80202

230,000(6)


*Herrick K. Lidstone, Jr.

Suite 1000, 6400 South Fiddler's Green Circle, Greenwood Village, Colorado 80111

250,000(7)


*All directors and executive officers as a group (six individuals)



8,707,421


8.88
%(1)


---

We
have no knowledge of any other arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change
of control of our company.

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Table of Contents

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships And Related Transactions

In accordance with our Audit Committee Charter, our Audit Committee is responsible for reviewing, approving and overseeing all related
party transactions. Our Code of Business Conduct and Ethics sets forth our written policy regarding related party transactions. Specifically, our Code of Business Conduct and Ethics provides that our
directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest between their personal interests and the interests of the
Company. In particular, our Code of Business Conduct states that, without the specific permission of our Board of Directors (including
contracts approved by our Board of Directors), no director, officer or employee, or a member of his or her family shall:



Directors,
officers, and employees must immediately notify the Chair of our Audit Committee of the existence of any actual or potential conflict of interest. The circumstances will be
reviewed for a decision on whether a conflict of interest is present, and if so, what course of action is to be taken. The Company had no reportable related party transactions during 2008.

Independence of Directors

The Board of Directors has determined that the following directors qualify as independent under the applicable NYSE Amex LLC
standards, SEC rules and the Multilateral Instrument 52-110 ("MI 52-110"): Rodney D. Knutson, Herrick K. Lidstone, Jr. and Don A. McDonald.

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Table of Contents

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by the Company's external accountants, Hein & Associates LLP, in each of the last two fiscal
years for professional fees are as follows:

Financial Year Ending

Audit Fees
$

Audit Related
Fees
$

Tax Fees
$

All
Other Fees
$

Total
$December 31, 2008


248,876





51,990
(1)


(2)

300,866December 31, 2007


216,018





23,270
(1)

6,684
(2)

245,972


---

Pre-Approval Policies and Procedures

The Audit Committee Charter provides that the Audit Committee is responsible for the appointment, compensation, retention and oversight
of the independent public
accountants, and pre-approves all audit services and permissible non-audit services to be provided to the Company by the independent public accountants. The Audit Committee
may, in its discretion, delegate the authority to pre-approve all audit services and permissible non-audit services to the Chairman of the Audit Committee provided the Chairman
reports any delegated pre-approvals to the Audit Committee at the next meeting thereof. The Audit Committee has not, however, adopted any specific policies and procedures for the
engagement of non-audit services. For 2007 and 2008, all of the services related to amounts billed by the Company's external accountants were pre-approved by the Audit
Committee.

Report on Audited Financial Statements

The Audit Committee reviewed and discussed with management and the Company's independent auditors the audited consolidated financial
statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008. In addition, the Audit Committee has discussed with the Company's
independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as modified by Statement on Auditing Standards
No. 90 (Audit Committee Communications). The Audit Committee has also received the written disclosures and the letter from the Company's independent auditors required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with the Company's independent auditors that audit firm's independence from the Company and its
management. Based on the review and discussions, our Board recommended that the audited financial statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2008, for filing with the SEC.



21

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Table of Contents

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number

Description3.1(1)

Certificate of Continuance of Kodiak Oil & Gas Corp., dated September 20, 20013.2(1)

Articles of Continuation of Kodiak Oil & Gas Corp.3.3(2)

Amended and Restated By-Law No. 1 of the Company4.1(1)

Kodiak Oil & Gas Corp. Incentive Stock Option Plan4.2(3)

Kodiak Oil & Gas Corp. 2007 Stock Incentive Plan4.3(4)

Form of Incentive Stock Option Agreement for 2007 Stock Incentive Plan4.4(4)

Form of Employee Non-incentive Stock Option Agreement for 2007 Stock Incentive Plan4.5(4)

Form of Directors' Non-incentive Stock Option Agreement for 2007 Stock Incentive Plan4.6(4)

Form of Restricted Stock Award Agreement for 2007 Stock Incentive Plan4.7(5)

Form of Non-Incentive Performance-Based Stock Option Agreement10.1(6)

Fourth Amendment to Lease, dated February 14, 2007, between Transwestern Broadreach WTC, LLC and Kodiak Oil & Gas (USA) Inc.10.2(7)

Fifth Amendment to Lease, dated May 31, 2007 between Transwestern Broadreach WTC, LLC and Kodiak Oil & Gas (USA) Inc.10.3(8)

Executive Employment Agreement effective January 1, 2008 between Kodiak Oil & Gas Corp. and Lynn A. Peterson10.4(9)

Executive Employment Agreement effective January 1, 2008 between Kodiak Oil & Gas Corp. and Lynn A. Peterson (subsequently amended by Exhibit 10.3)10.5(8)

Executive Employment Agreement effective January 1, 2008 between Kodiak Oil & Gas Corp. and James E. Catlin10.6(9)

Executive Employment Agreement effective January 1, 2008 between Kodiak Oil & Gas Corp. and James E. Catlin (subsequently amended by Exhibit 10.5)10.7(8)

Employment Agreement effective December 1, 2008 between Kodiak Oil & Gas Corp. and Keith Doss10.8(9)

Executive Employment Agreement effective January 1, 2008 between Kodiak Oil & Gas Corp. and James P. Henderson10.9(10)

Credit Agreement between Kodiak Oil & Gas (USA) Inc. and Bank of the West, dated as of September 11, 200810.10(10)

ISDA Master Agreement between Kodiak Oil & Gas (USA) Inc. and Bank of the West, dated as of September 30, 200814.1(11)

Code of Business Conduct and Ethics21.1(12)

Subsidiaries of the Registrant23.1*

Consent of Hein & Associates LLP


22

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Table of Contents

Exhibit
Number

Description23.2*

Consent of Netherland Sewell & Associates, Inc.23.3*

Consent of Sproule Associates Inc.31.1**

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)31.2**

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)32.1*

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 135032.2*

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350


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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

KODIAK OIL & GAS CORP.
(Registrant)Date: April 30, 2009

By:

/s/ LYNN A. PETERSON Lynn A. Peterson President and Chief Executive Officer
(principal executive officer)


24

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