Exhibit 10.1


 


THIRD AMENDMENT TO EMPLOYMENT AGREEMENT


 


This THIRD AMENDMENT (this “Third
Amendment”) to that certain Amended and Restated Employment Agreement, dated on or about August 28, 2012, as amended
effective as of October 15, 2012 and further amended effective as of March 16, 2013 (the “Employment Agreement”)
by and between Emerald Oil, Inc., a Montana corporation (the “Company”), and McAndrew Rudisill (“Employee”)
is made to be effective as of May 8, 2013. Capitalized words and phrases used in this Amendment but not defined herein shall have
the meanings set forth in the Employment Agreement. Employee and the Company are referred to collectively herein as the “Parties.”


 


RECITALS:


 


WHEREAS, the Parties entered into the Employment
Agreement on or about July 26, 2012, which was amended effective as of October 15, 2012 and further amended as of March 16, 2013;
and


 


WHEREAS, the Parties wish to amend certain
provisions of the Employment Agreement to be effective as of May 8, 2013.


 


NOW THEREFORE, the Parties hereby agree
as follows:


 


1.Amendment to Section 3(a) of the
Employment Agreement. Section 3(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:


 


   “(a) During the Term of Employment,
Employee shall be employed and serve as Chief Executive Officer of the Company and shall have
such duties and responsibilities as are commensurate with such title. The Employee shall report to the Board of the Company and
shall carry out and perform all orders, directions and policies given to Employee by the Board of the Company consistent with his
position and title.”


 


2.References in the Employment Agreement.
All references in the Employment Agreement to “this Agreement” shall mean the Employment Agreement as amended by this
Third Amendment.


 


3.No Other Amendments. Except
as modified by this Third Amendment, the Employment Agreement shall remain in full force and effect. Nothing herein shall be held
to alter, vary or otherwise affect the terms, conditions and provisions of the Employment Agreement, other than as expressly contemplated
herein.


 


4.Severability. If any provision
of this Third Amendment shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other
provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal
and enforceable provision as similar as possible to the provision at issue.


 


 


[Third Amendment to Employment
Agreement - Rudisill]




 






    	 



    	 



    

 


5.Applicable Law. This Third
Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.


  


6.Counterparts. This Third Amendment
may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one
and the same agreement.


  


IN WITNESS WHEREOF, the undersigned have
duly executed and delivered this Amendment as of the date first written above.


 


	 	EMERALD OIL, INC.
	 	 
	 	By: 	/s/ Mike Krzus
	 	 	Name:	Mike Krzus
	 	 	Title:	President
	 	 
	 	EMPLOYEE:
	 	 
	 	/s/ McAndrew Rudisill
	 	McAndrew Rudisill




 


 


[Third
Amendment to Employment Agreement - Rudisill]