ex-10_2.htm


    Exhibit
      10.2

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
(this “Agreement”) is entered into effective the 16th
      day of
      January, 2008 by and between Ryan R. Gilbertson, a resident of the State of
      Minnesota (“Employee”), and Northern Oil and Gas, Inc., a Nevada corporation
      having its principal office at 130 Lake Street West, Wayzata, Minnesota (the
      “Company”).

     

    WHEREAS,
      the Company is an oil
      and gas exploration and production company headquartered in Wayzata, Minnesota,
      focused on drilling exploratory and developmental wells in the Rocky Mountain
      regions of the United States;

     

    WHEREAS, the
      Company desires to
      employ Employee, and Employee desires to accept such employment, pursuant to
      the
      terms and conditions set forth in this Agreement.

     

    NOW,
      THEREFORE, in
      consideration of the mutual covenants herein contained, the parties agree as
      follows:

     

    1.           
      Services.  The
      Company
      hereby agrees to employ Employee in the role of the Company’s Chief Financial
      Officer, and Employee hereby accepts such employment with the Company on the
      terms and conditions set forth herein.  Employee shall perform all
      activities and services as the Company’s Chief Financial Officer, which shall
      include duties and responsibilities as the Company’s Board of Directors may from
      time-to-time reasonably prescribe consistent with the duties and
      responsibilities of the Chief Financial Officer of the Company (the
“Services”).  Employee shall use his best efforts to make himself
      available to render such Services to the best of his abilities.  The
      Services shall be performed in a good professional and workmanlike manner by
      Employee, to the Company’s reasonable satisfaction, which shall include duties
      and responsibilities as the Company’s Chief Financial
      Officer.  Employee shall have the authority to bind the Company to any
      contract, agreement or other arrangement, whether oral or written, or make
      any
      representation or deliver any instructions on behalf of the
      Company.  Employee shall be considered an executive officer for
      purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”).

     

    2.           
      At-Will
      Relationship.  Employee’s
      employment with the Company shall be entirely “at-will,” meaning that either
      Employee or the Company may terminate such employment relationship by
      terminating this Agreement in writing delivered to the other party at any time
      for any reason or for no reason at all, subject to the provisions of this
      Agreement.

     

    3.           
      Compensation. In
      consideration for
      Employee entering into this Agreement with the Company and performing the
      Services required hereunder during the term of this Agreement:

     

    3.1           
      Annual
      Salary.  During
      the 2008 fiscal year, the Company shall pay Employee an annual base
      salary in the amount of One Hundred Eighty-Five Thousand Dollars ($185,000)
      (the
“Annual Salary”), which salary shall be payable to Employee retroactive to
      January 1, 2008 and in accordance with the Company’s customary payroll
      practices.  Employee’s Annual Salary shall be increased each year
      following the 2008 fiscal year at the discretion of the Company’s Compensation
      Committee or Board of Directors, as the case may be; provided, however, that
      the
      Annual Salary shall increase a minimum of four percent (4.0%) over the prior
      year’s Annual Salary each year commencing in January 2009.

     

    3.2           
      Signing
      Bonus.  In addition to Employee’s Annual Salary, the Company
      shall pay Employee One Hundred Thousand Dollars ($100,000) as a signing bonus
      immediately upon executing this Agreement in consideration for Employee entering
      into this Agreement and submitting to the duties and obligations set forth
      herein.

     

    
      
         

      

      
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    3.3           
      Annual
      Bonus.  In addition to Employee’s Annual Salary, Employee shall
      be entitled to receive an annual bonus of up to twice the amount of the
      Employee’s Annual Salary for that year as may be determined appropriate in the
      discretion of the Company’s Compensation Committee or Board of Directors from
      time-to-time based upon Employee meeting or exceeding mutually agreed upon
      performance goals; provided, however, that nothing herein shall obligate the
      Company to pay any bonus to Employee at any time.

     

    3.4           
      Change in
      Control.  Upon a “change in control” of the Company (as defined
      below), Employee’s obligations hereunder shall immediately cease, this Agreement
      shall terminate and the Company shall immediately pay to Employee the
      following:

     

    (i)           
      A lump sum payment equal to twice Employee’s then-applicable Annual Salary
      payable to Employee under the terms of this Agreement in lieu of any and all
      other benefits and compensation to which Employee otherwise would be entitled
      under the terms of this Agreement; and

     

    (ii)           
      Pre-payment of the remaining lease term of Employee’s Company vehicle and use of
      such vehicle through the remaining lease term of such vehicle, along with a
      lump
      sum payment to employee of the estimated insurance premiums for such vehicle
      through the remaining lease terms.

     

    In
      addition to the foregoing payments, any options or warrants (the “Securities”)
      held in the name of Employee, or any portion thereof, shall accelerate and
      become immediately exercisable upon any “change in control” of the Company (as
      defined below).

     

    Any
      of
      the following shall constitute a “change in control” for the purposes
      hereof:

     

    (iii)           
      The consummation of a
      reorganization, merger, share exchange, consolidation or similar transaction,
      or
      the sale or disposition of all or substantially all of the assets of the
      Company, unless, in any case, the persons beneficially owning the voting
      securities of the Company immediately before that transaction beneficially
      own,
      directly or indirectly, immediately after the transaction, at least seventy-five
      percent (75%) of the voting securities of the Company or any other corporation
      or other entity resulting from or surviving the transaction in substantially
      the
      same proportion as their respective ownership of the voting securities of the
      Company immediately prior to the transaction;

     

    (iv)           
      Individuals who constitute the
      incumbent Board of Directors cease for any reason to constitute at least a
      majority of the Board of Directors; or

     

    (v)           
      The Company’s shareholders approve
      a complete liquidation or dissolution of the Company.

     

    The
      Company shall be obligated to make
      the payments to Employee required by this Section 3 immediately upon any
“change in control” that occurs during Employee’s employment with the Company or
      within six (6) months following termination of Employee’s employment with the
      Company.  The Company’s
      obligations under this Section 3 of this Agreement are absolute and
      unconditional, and not subject to any set-off, counterclaim, recoupment,
      defense, or other right that the Company or any affiliate of the Company may
      have against the Employee.  The parties agree that the
      provisions of this Section 3 shall survive any termination of this
      Agreement.

     

    
      
         

      

      
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    4.           
      Benefits.  During
      the term
      of Employee’s employment with the Company and this Agreement, Employee will be
      entitled to participate in the following benefit plans to the extent available
      through the Company in accordance with the policies and plans adopted by the
      Company, as may be amended from time-to-time:

     

    4.1           
      Retirement
      Plans.  Employee shall be entitled to participate in the
      Company’s 401(k), profit sharing and other retirement plans (the “Plans”)
      presently in effect or hereafter adopted by the Company, to the extent that
      such
      Plans relate generally to all employees of the Company.  Employee
      shall be able to contribute up to the legal limit, as a percentage of his Annual
      Salary, into any such Plans, of which the Company shall match Employee’s
      contribution in an amount equal to the maximum legally-permitted amount under
      such Plans, up to a maximum amount of Twenty Five Thousand Dollars ($25,000)
      per
      calendar year.  If Employee chooses not to contribute a percentage of
      his Annual Salary into any such Plans, the Company nonetheless shall contribute
      the maximum legally-permitted amount during the term of his employment, up
      to a
      maximum amount of Twenty Five Thousand Dollars ($25,000) per calendar
      year.

     

    4.2           
      Company
      Vehicle.  Employee shall be entitled to use of a Company-leased
      vehicle during the term of Employee’s employment with the Company up to a
      maximum expense for the Company of Fifteen Thousand Dollars ($15,000) per
      calendar year, subject to the provisions of Section 3.4(ii) above.

     

    4.3           
      Health
      Insurance.  Employee, Employee’s spouse and any children of
      Employee (the “Employee’s Family”) shall be entitled to participate in health, hospitalization,
      disability, dental and other such health-related benefits and/or insurance
      plans
      that the Company may have in effect from time-to-time, all of which insurance
      premiums shall be paid by the Company on behalf of Employee and
      Employee’s Family.

     

    4.4           
      Vacation.  Employee
      shall be entitled to vacation pursuant to such general policies and procedures
      of the Company consistent with past practices as are from time-to-time adopted
      by the Company.

     

    4.5           
      Expense
      Reimbursement.  Employee shall be reimbursed by the Company for
      all ordinary and customary business expenses, including travel, communication
      costs and other disbursements incurred by him, for and on behalf of the Company,
      in connection with the provision of the Services required under this
      Agreement.  Employee shall provide such appropriate documentation
      regarding such expenses and disbursements as Company may reasonably
      require.  Reimbursement shall occur at least once per
      month.

     

    4.6           
      Other
      Benefits.  Employee shall also be entitled to such other
      benefits as the Company may from time-to-time generally provide to its
      personnel, at the discretion of and as permitted by the Company’s
      management.

     

    5.           
      Rights
      Upon Termination of Employment.  The following
      provisions shall apply upon termination of Employee’s employment:

     

    5.1           
      Death.  In
      the event Employee’s employment is terminated due to the death of
      Employee:

     

    (i)           
      Employee (or Employee’s estate) shall be paid (a) his Annual Salary through the
      end of the month in which his death occurred and (b) any unpaid expense
      reimbursement that might have accrued prior to Employee’s death;
      and

     

    (ii)           
      Any Securities held in the name of Employee, or any portion thereof, may be
      exercised to the extent Employee was entitled to do so at the time of the
      Employee’s death, by his or her executor or administrator or other person
      entitled by law to the Employee’s rights under the Securities, at any time
      within six (6) months subsequent to the date of death, at which time the
      Securities shall expire.

     

    5.2           
      Termination Other
      Than
      for Death. In the event that Employee’s employment and this Agreement is
      terminated by the Company for any reason other than Employee’s
      death:

     

    (i)           
      The Company shall pay Employee a single lump sum payment equal to Employee’s
      then-applicable Annual Salary and shall reimburse any unpaid expenses in lieu
      of
      any and all other benefits and compensation to which Employee otherwise would
      be
      entitled under the terms of this Agreement.

     

    (ii)           
      Any Securities held in the name of Employee, or any portion thereof, may be
      exercised to the extent Employee was entitled to do so at the time of
      termination of Employee’s employment at any time within ninety (90) days
      subsequent to the date of termination of Employee’s employment, at which time
      the Securities shall expire.

     

    
      
         

      

      
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    6.           
      Confidential
      Information.

     

    6.1           
      Employee shall maintain the confidentiality of all trade secrets, (whether
      owned
      or licensed by the Company) and related or other interpretative materials and
      analyses of the Company’s projects, or knowledge of the existence of any
      material, information, analyses, projects, proposed joint ventures, mergers,
      acquisitions, divestitures and other such anticipated or contemplated business
      ventures of the Company, and other confidential or proprietary information
      of
      the Company (“Confidential Information and Materials”) obtained by Employee as
      result of this Agreement during the term of the Agreement and for two (2) years
      following termination of Employee’s employment with the Company.

     

    6.2           
      In the event that such Confidential Information and Materials are memorialized
      on any computer hardware, software, CD-ROM, disk, tape, or other media, Company
      shall have the right, subject to the rights of third parties under contract,
      copyright, or other law, to view, use and copy for safekeeping or backup
      purposes such Confidential Information and Materials. During the period of
      confidentiality, Employee shall make no use of such Confidential Information
      and
      Materials for his own financial or other benefit, and shall not retain any
      originals or copies, or reveal or disclose any Confidential Information and
      Materials to any third parties, except as otherwise expressly agreed by the
      Company. Employee shall have no right to use the Company’s corporate logos,
      trademarks, service marks, or other intellectual property without prior written
      permission of the Company and subject to any limitations or restrictions upon
      such use as the Company may require.

     

    6.3           
      Upon expiration or termination of this Agreement, Employee shall turn over
      to a
      designated representative of the Company all property in Employee’s possession
      and custody and belonging to the Company.  Employee shall not retain
      any copies or reproductions of correspondence, memoranda, reports, notebooks,
      drawings, photographs or other documents relating in any way to the affairs
      of
      the Company and containing Confidential Information and Materials which came
      into Employee’s possession at any time during the term of this
      Agreement.

     

    6.4           
      Employee acknowledges that Company is a public company registered under the
      Exchange Act and that this Agreement may be subject to the filing requirements
      of the Exchange Act. Employee acknowledges and agrees that the applicable
      insider trading rules and limitations on disclosure of non-public information
      set forth in the Exchange Act and rules and regulations promulgated by the
      SEC
      shall apply to this Agreement and Employee’s employment with the
      Company.  Employee (on
      behalf of himself as well as his executors, heirs, administrators and
      assigns) absolutely and unconditionally agrees to indemnify and hold
      harmless the Company and all of its past, present and future affiliates, executors, heirs,
      administrators, shareholders, employees, officers, directors, attorneys,
      accountants, agents, representatives, predecessors, successors and
      assigns from any and all
      claims, debts, demands, accounts, judgments, causes of action, equitable relief,
      damages, costs, charges, complaints, obligations, controversies, actions, suits,
      proceedings, expenses, responsibilities and liabilities of every kind and
      character whatsoever (including, but not limited to, reasonable attorneys’ fees
      and costs) in the event of Employee’s breach or alleged breach of any
      obligation under the Exchange Act, any rules promulgated by the SEC and any
      other applicable Federal or state laws, rules, regulations or
      orders.

     

    6.5           
      The parties agree that the provisions of this Section 6 shall survive any
      termination of this Agreement.

     

    
      
         

      

      
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    7.           
      Non-Competition
      and Non-Solicitation.

     

    
      	
               

            	
              7.1

            	
              Employee
                agrees that he will not: 

            


    

     

    (i)           
      anywhere within the United States, engage, directly or indirectly, alone or
      as a
      shareholder (other than as a holder of less than ten percent (10%) of the common
      stock of any publicly traded corporation), partner, officer, director, employee,
      consultant or advisor, or otherwise in any way participate in or become
      associated with, any other business organization that is engaged or becomes
      engaged in any business that is the same or substantially identical business
      of
      the Company, or is directly competitive with, any business activity that the
      Company is conducting at the time of the Employee’s termination or has notified
      the Employee that it proposes to conduct and for which the Company has, prior
      to
      the time of such termination, expended substantial resources (the “Designated
      Industry”),

     

    (ii)           
      divert to any competitor of the Company any customer of the Company,
      or

     

    (iii)           
      solicit any employee, contributor or faculty member of the Company to change
      its
      relationship with the Company, or hire or offer employment to any person to
      whom
      the Employee actually knows the Company has offered employment.

     

    7.2           
      Employee agrees to be bound by the provisions of this Section 7 in consideration
      for the Company’s employment of Employee, payment of the compensation and
      benefits provided under Section 3 and Section 4 above and the covenants and
      agreements set forth herein.  The provisions of this Section 7 shall
      apply during the term of Employee’s employment with the Company and for a period
      of one (1) year following termination of the Employee’s employment; provided, however,
      that the provisions of this Section 7 shall cease to apply immediately upon
      any
“change in control” as defined in Section 3 of this Agreement or in the event
      that the Company terminates Employee’s employment for any reason or for no
      reason whatsoever.  The parties agree that the provisions of this
      Section 7 shall survive any termination of this Agreement, Employee will
      continue to be bound by the provisions of this Section 7 until their expiration
      and Employee shall not be entitled to any compensation from the Company with
      respect thereto except as provided under this Agreement.

     

    7.3           
      Employee acknowledges that the provisions of this Section 7 are essential to
      protect the business and goodwill of the Company. If at any time the provisions
      of this Section 7 shall be determined to be invalid or unenforceable by reason
      of being vague or unreasonable as to area, duration or scope of activity, this
      Section 7 shall be considered divisible and shall become and be immediately
      amended to only such area, duration and scope of activity as shall be determined
      to be reasonable and enforceable by the court or other body having jurisdiction
      over the matter; and the Employee agrees that this Section 7 as so amended
      shall
      be valid and binding as though any invalid or unenforceable provision had not
      been included herein.

     

    8.           
      Non-Disparagement.  Both
      the Company
      and Employee agree that neither they nor any of their respective affiliates,
      predecessors, subsidiaries, partners, principals, officers, directors,
      authorized representatives, agents, employees, successors, assigns, heirs or
      family members shall disparage or defame any other party hereto relating in
      any
      respect to this Agreement, their relationship or the Company’s employment of
      Employee.

     

    9.           
      Notices.  Any
      notice
      required or permitted under this Agreement shall be personally delivered or
      sent
      by recognized overnight courier or by certified mail, return receipt requested,
      postage prepaid, and shall be effective when received (if personally delivered
      or sent by recognized overnight courier) or on the third day after mailing
      (if
      sent by certified mail, return receipt requested, postage prepaid) as
      follows:

     

    As
      to
      Employee, at the Employee’s home address on file with the Company.

     

    As
      to the
      Company:

     

    Prior
      to February 1,
      2008:                                Northern
      Oil and Gas, Inc.

    Attn: Board
      of Directors

    130
      Lake
      Street West

    Wayzata,
      Minnesota 55391

     

    BeginningFebruary
      1,
      2008:                           
Northern Oil and Gas, Inc.

    Attn:  Board
      of Directors

    315
      Manitoba Avenue – Suite 200

    Wayzata,
      Minnesota 55391

     

    Either
      party may designate a different person to whom notices should be sent at any
      time by notifying the other party in writing in accordance with this
      Agreement.

     

    
      
         

      

      
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    10.           
      Survival
      of Certain Provisions.  Those provisions
      of this Agreement which by their terms extend beyond the termination or
      non-renewal of this Agreement (including all representations, warranties, and
      covenants of the parties) shall remain in full force and effect and survive
      such
      termination or non-renewal.

     

    11.           
      Severability.  Each
      provision of
      this Agreement shall be considered severable such that if any one provision
      or
      clause conflicts with existing or future applicable law, or may not be given
      full effect because of such law, this shall not affect any other provision
      which
      can be given effect without the conflicting provision or clause.

     

    12.           
      Entire
      Agreement.  This Agreement, the exhibits and any addendum
      hereto contain the entire agreement and understanding between the parties,
      and
      supersede all prior agreements and understandings relating to the subject matter
      hereof. There are no understandings, conditions, representations or warranties
      of any kind between the parties except as expressly set forth
      herein.

     

    13.           
      Assignability.  Employee
      may not assign this Agreement to any third party for whatever purpose without
      the express written consent of the Company.  The Company may not
      assign this Agreement to any third party without the express written consent
      of
      Employee except by operation of law, or through merger, liquidation,
      recapitalization or sale of all or substantially all of the assets of the
      Company, provided that the Company may assign this Agreement at any time to
      an
      affiliate of the Company.  The provisions of this Agreement shall
      inure to the benefit of and be binding upon the parties and their respective
      representatives, successors, and assigns.

     

    14.           
      Headings.  The
      headings of
      the paragraphs and sections of this Agreement are inserted solely for the
      convenience of reference.  They shall in no way define, limit, extend,
      or aid in the construction of the scope, extent, or intent of this
      Agreement.

     

    15.           
      Waiver.  The
      failure of a
      party to enforce the provisions of this Agreement shall not be construed as
      a
      waiver of any provision or the right of such party thereafter to enforce each
      and every provision of this Agreement.

     

    16.           
      Amendments.  No
      amendments of
      this Agreement shall be binding upon the Company or Employee unless made in
      writing, signed by the parties hereto, and delivered to the parties at the
      addresses provided herein.

     

    17.           
      Governing
      Law.  This Agreement
      shall be governed by and construed under the internal laws of the State of
      Minnesota, without regard to the principles of comity and/or the applicable
      conflicts of laws of any state that would result in the application of any
      laws
      other than the State of Minnesota.

     

    18.           
      Jurisdiction.  This
      Agreement,
      including the documents, instruments and agreements to be executed and/or
      delivered by the parties pursuant hereto, shall be construed, governed by and
      enforced in accordance with the internal laws of the State of Minnesota, without
      giving effect to the principles of comity or conflicts of laws
      thereof.  Employee and the Company agree and consent that any legal
      action, suit or proceeding seeking to enforce any provision of this Agreement
      shall be instituted and adjudicated solely and exclusively in any court of
      general jurisdiction in Minnesota, or in the United States District Court having
      jurisdiction in Minnesota and Employee and the Company agree that venue will
      be
      proper in such courts and waive any objection which they may have now or
      hereafter to the venue of any such suit, action or proceeding in such courts,
      and each hereby irrevocably consents and agrees to the jurisdiction of said
      courts in any such suit, action or proceeding.  Employee and the
      Company further agree to accept and acknowledge service of any and all process
      which may be served in any such suit, action or proceeding in said courts,
      and
      also agree that service of process or notice upon them shall be deemed in every
      respect effective service of process or notice upon them, in any suit, action,
      proceeding, if given or made (i) according to applicable law, (ii) by
      a person over the age of eighteen (18) who personally served such notice or
      service of process on Employee or the Company, as the case may be, or
      (iii) by certified mail, return receipt requested, mailed to employee or
      the Company, as the case may be, at their respective addresses set forth in
      this
      Agreement.

     

    19.           
      Counterparts
      and Electronic Signatures.  This Agreement
      may be executed in two or more counterparts, each of which shall be deemed
      an
      original but all of which together shall constitute one and the same
      Agreement.

     

    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement as of the date first set forth
      above.

     

    


    NORTHERN
      OIL AND GAS, INC.

    


    


    By
/s/
      Michael L.
      Reger

        By:  Michael
      L. Reger

        Its:  Chief
      Executive Officer

    


    


    


    EMPLOYEE:

    


    


    /s/
      Ryan R.
      Gilbertson

    Ryan
      R.
      Gilbertson

    


     

    


     

    


     

    


     


    
      
        
        

      

      
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