SECOND AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


This second amended and restated AGREEMENT
(this “Agreement”) is made and entered into on the 18th day of May 2012, by and between Triangle
Petroleum Corporation, a Nevada corporation (the “Company”), and Dr. Peter Hill (“Employee”).


 


W I T N E S S E T H :


 


WHEREAS, Employee was employed by the Company
as its Chief Executive Officer from November 30th, 2009 until April 14, 2012 (the “Effective Date”), when Employee
relinquished the position of Chief Executive Officer and assumed the position of Executive Chairman of the Company’s Board
of Directors (“ECBoD”);


 


WHEREAS, Company and Employee entered into
an Amended and Restated Employment Agreement dated as of December 2, 2010 (the “Prior Employment Agreement”);
and


 


WHEREAS, the Company desires to enter into
this Agreement embodying the terms of Employee’s employment as of the Effective Date, and Employee desires to enter into
this Agreement and to accept such employment, all subject to the terms and provisions of this Agreement.


 


NOW, THEREFORE, in consideration of the promises
and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually
acknowledged, the Company and Employee hereby agree as follows:


 


Section 1.          Definitions


 


(a)     “Accrued
Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Employee’s employment,
(ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 below, (iii) any benefits provided under the Company’s
employee benefit plans upon a termination of employment, in accordance with the terms contained therein, and (iv) any allowance
payable to Employee by the Company, in accordance with written Company policy.


 


(b)     “Agreement”
shall have the meaning set forth in the preamble hereto.


 


(c)     “Base
Salary” shall mean the salary provided for in Section 4 below or any increased salary granted to Employee pursuant to
Section 4 below.


 


(d)     “Board”
shall mean the Board of Directors of the Company.


 


(e)     “Cause”
shall mean (i) Employee’s act(s) of gross negligence or willful misconduct in the course of Employee’s employment hereunder
that is or could reasonably be expected to be materially injurious to the Company or any other member of the Company Group, (ii)
willful failure or refusal by Employee to perform in any material respect his duties or responsibilities, (iii) misappropriation
by Employee of any assets of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed by Employee,
or at his direction, (v) Employee’s conviction of, or pleading “guilty” or “ no contest” to, a felony
under United States state or federal law.


 



    	 



    	 



    

 


(f)      “Change
of Control” shall mean the first to occur of any of the following, but only if such event constitutes a change in ownership
or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning
of Section 409A of the Code:


 


(i)      any
Person becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more
of the combined voting power of the Company’s then outstanding securities; or


 


(ii)     during
any period of one (1) year, individuals who at the beginning of such period constitute the Board (and any new director whose election
by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination for election was so approved) cease for any
reason to constitute a majority thereof; or


 


(iii)    (A)
the sale or disposition of all or substantially all the Company’s assets, or (B) a merger, consolidation, or reorganization
of the Company with or involving any other entity, other than a merger, consolidation, or reorganization that would result in the
voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power
of the securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.


 


(g)     “Change
of Control Severance Term” shall mean the thirty (30) month period following Employee’s termination pursuant to
Section 8(h) below.


 


(h)     “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(i)      “Common
Shares” shall mean any and all shares, deferred share units and other equity-based awards granted to Employee from time
to time.


 


(j)      “Company”
shall have the meaning set forth in the preamble hereto.


 


(k)      “Company
Group” shall mean the Company together with any direct or indirect subsidiaries of the Company.


 


(l)      “Compensation
Committee” shall mean the Board or the committee of the Board designated to make compensation decisions relating to senior
executive officers of the Company Group.


 


(m)    “Competitive
Activities” shall mean any business activities in the same state or geologic basin in which the Company or any other
member of the Company Group engages during the Term of Employment.


 



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(n)     “Covered
Compensation” shall mean compensation paid or payable to Employee pursuant to this Agreement as Base Salary, STI Award,
LTI Award and any allowances paid.


 


(o)     “Disability”
shall mean any physical or mental disability or infirmity of the Employee that has prevented the performance of Employee’s
duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve
(12) month period. Any question as to the existence, extent, or potentiality of Employee’s Disability upon which Employee
and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by
Employee (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive
for all purposes of this Agreement.


 


(p)     “Dispute”
shall have the meaning set forth in Section 15 below.


 


(q)     “Effective
Date” shall have the meaning set forth in the recitals above.


 


(r)      “Employee”
shall have the meaning set forth in the preamble hereto.


 


(s)     “Good
Reason” shall mean, without Employee’s consent, (i) a diminution in Employee’s title, duties, or responsibilities
other than by reason of his not being re-elected to the Board prior to a Change of Control, (ii) a reduction in the Covered Compensation,
(iii) the failure of the Company to pay any compensation hereunder when due or to perform any other obligation of the Company hereunder,
(iv) the relocation of Employee’s principal place of employment to a country other than the United States, or (v) failure
of the Company to obtain a written agreement from any successor or assign of the Company to assume the obligations of the Company
under this Agreement upon a Change of Control.


 


(t)      “LTI
Award” shall have the meaning set forth in Section 4(c) below.


 


(u)     “Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company,
trust (charitable or non-charitable), unincorporated organization, or other form of business entity.


 


(v)     “Release
Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers
Employee the release contemplated in Section 8(i) below, or in the event that such termination of employment is “in connection
with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment
Act of 1967), the date that is forty-five (45) days following such delivery date.


 


(w)    “Restricted
Period” shall mean the period commencing on the Effective Date and extending to the nine (9) month anniversary of Employee’s
termination of employment for any reason.


 



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(x)      “Severance
Term” shall mean the eighteen (18) month period following Employee’s termination by the Company without Cause (other
than by reason of death or Disability) or by Employee for Good Reason.


 


(y)     “STI
Award” shall have the meaning set forth in Section 4(b) below.


 


(z)      “Tax
Gross-Up” shall have the meaning set forth in Section 8(d)(vi) below.


 


(aa)   “Taxable
Cost” shall have the meaning set forth in Section 8(d)(vi) below.


 


(bb)   “Term
of Employment” shall mean the period specified in Section 2 below.


 


Section 2.          Acceptance
and Term of Employment


 


The Company agrees to employ Employee, and
Employee agrees to serve the Company, on the terms and conditions set forth herein. The “Term of Employment”
shall mean the period commencing on the Effective Date and, unless terminated sooner as provided in Section 8 hereof, continuing
for a period of one (1) years from the Effective Date; provided, however, that the Term of Employment shall be extended
automatically at the end of the initial one (1) year term for a one (1) year term and thereafter for successive one (1) year terms
if neither the Company nor Employee has advised the other in writing in accordance with Section 16 at least ninety (90) days prior
to the end of the then current term that such term will not be extended for an additional one (1) year term.


 


Section 3.          Position,
Duties, and Responsibilities; Place of Performance


 


(a)     During
the Term of Employment, Employee shall be employed and serve as the ECBoD and shall have such duties and responsibilities as are
commensurate with such title, including without limitation mentoring the Company’s Chief Executive Officer and other senior
management, assisting in their delivery of performance and fostering of the Company’s values and culture, leading the Board
and ensuring its appropriate discharge of its oversight, strategic direction and policy setting roles. The Employee shall report
to the Board and shall carry out and perform all orders, directions and policies given to him by the Board consistent with his
position and title.


 


(b)     Employee
shall devote his best efforts to the performance of his duties under this Agreement and shall not engage in any other business
or occupation during the Term of Employment that (x) interferes with Employee’s exercise of judgment in the Company’s
best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving as a member of the boards
of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (ii)
engaging in charitable activities and community affairs, and receiving compensation for other business activities, including asset
management and investment activities, which do not constitute prohibited activities as set out in clause (x), and (iii) from managing
his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii)
shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties
and responsibilities hereunder.


 



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Section 4.          Compensation


 


During the Term of Employment, Employee shall
be entitled to the following compensation:


 


(a)     Base
Salary. Employee shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company,
of not less than US $300,000, with increases, if any, as may be approved in writing by the Compensation Committee.


 


(b)     Short-Term
Incentive Awards. In his capacity as ECBoD, Employee shall be eligible for an annual short-term incentive award determined
by the Compensation Committee in respect of each fiscal year (or partial fiscal year) during the Term of Employment (the
“STI Award”) in accordance with this Section 4(b). The intended target “STI Award” for fiscal year
2013 and subsequent years shall be up to 100% of Base Salary, and shall be tied directly to performance. The STI Award shall be
paid as soon as practicable following the last day of the fiscal year, but in no event later than one day prior to the date that
is 2 1/2 months following the last day of the fiscal year.


 


(c)     Long-Term
Incentive Awards. In his capacity as ECBod of the Company, Employee shall be eligible for an annual long-term incentive award
as may be determined by the Compensation Committee in respect of each fiscal year (or partial fiscal year) during the Term of
Employment (the “LTI Award”), which may be awarded in the form of Common Shares. The intended target value
of each LTI Award (determined, with respect to any LTI Award in the form of Common Shares, based upon the grant date fair value
of such Common Shares determined pursuant to FASB Accounting Standards Codification Topic 718) shall be up to 200% of Base Salary.



 


Section 5.          Employee
Benefits


 


(a)     General.
During the Term of Employment, Employee shall be entitled to participate in health insurance and other benefits provided to other
senior executives of the Company.


 


(b)     Vacation,
Leave and Time Off. During each calendar year of the Term of Employment, Employee shall be eligible for twenty-five (25) days
paid vacation or leave, as well as sick pay and other paid and unpaid time off in accordance with the policies and practices of
the Company.


 


Section 6.          Key-Man
Insurance


 


At any time during the Term of Employment,
the Company shall have the right to insure the life of Employee for the sole benefit of the Company, in such amounts, and with
such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Employee shall have no interest
in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations,
supplying all information required by the insurance company, and executing all necessary documents, provided that no financial
obligation is imposed on Employee by any such documents.


 



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Section 7.          Reimbursement
of Business Expenses


 


Employee is authorized to incur reasonable
business expenses in carrying out his duties and responsibilities under this Agreement, and the Company shall promptly reimburse
him for all such reasonable business expenses, subject to documentation in accordance with written Company policy, as in effect
from time to time.


 


Section 8.          Termination
of Employment


 


(a)     General.
The Term of Employment shall terminate earlier than as provided in Section 2 hereof upon the earliest occurrence pursuant to Sections
8(b) through 8(h) hereunder. Except as otherwise provided herein, all payments under this Section 8 shall occur within fifteen
(15) days following the termination date.


 


(b)     Termination
Due to Death or Disability. Employee’s employment shall terminate automatically upon his death. The Company may terminate
Employee’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Employee’s
receipt of written notice of such termination. In the event Employee’s employment is terminated due to his death or Disability,
Employee or his estate or his beneficiaries, as the case may be, shall be entitled to:


 


(i)          the
Accrued Obligations; and


 


(ii)         any
unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall
be paid on the sixtieth (60th) day following the termination date; and any STI Award that would have been payable with
respect to the year of termination in the absence of the Employee’s death or Disability, pro-rated for the period the Employee
worked prior to his death or Disability, which amount shall be paid at such time STI Awards are paid to other senior executives
of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal
year in which such termination occurs; and


 


(iii)        except
as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee
irrespective of type of award; and


 


(iv)        the
rights to the same compensation and benefits as provided in Section 8(d) below, in lieu of clauses (i) through (iv), if the termination
of Employee’s employment is by reason of death or Disability while the Employee is traveling on official Company business.


 


Following such termination of Employee’s employment by
reason of death or Disability, except as set forth in this Section 8(b), Employee shall have no further rights to any compensation
or any other benefits under this Agreement.


 



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(c)     Termination
by the Company for Cause.


 


(i)          The
Company may terminate Employee’s employment at any time for Cause, effective upon Employee’s receipt of written notice
of such termination; provided, however, that with respect to any Cause of termination relying on clause (i) or (ii)
of the definition of Cause set forth in Section 1(e) hereof, to the extent such act or acts are curable, Employee shall be given
not less than twenty (20) days’ written notice by the Board of the Company’s intention to terminate him for Cause,
such notice to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the
proposed termination for Cause is based, and such termination shall be effective at the expiration of such twenty (20) day notice
period unless Employee has substantially cured such act or acts or failure or failures to act that give rise to Cause during such
period.


 


(ii)         In
the event the Company terminates Employee’s employment for Cause, he shall be entitled only to the Accrued Obligations, and
any previously awarded Common Shares which are not vested as of the date of termination shall be cancelled. Following such termination
of Employee’s employment for Cause, except as set forth in this Section 8(c), Employee shall have no further rights to any
compensation or any other benefits under this Agreement.


 


(d)     Termination
by the Company without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon
Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company
without Cause (other than due to death or Disability), Employee shall be entitled to:


 


(i)          the
Accrued Obligations; and


 


(ii)         any
unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall
be paid on the sixtieth (60th) day following the termination date; and


 


(iii)        the
target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination,
which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than
one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and


 


(iv)        except
as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee
irrespective of type of award; and


 


(v)         continuation
of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices,
but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first
payment shall include payments relating to such initial sixty (60) day period; and 


 



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(vi)        continuation,
during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health
plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate
prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while
employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided,
however, that as a condition of the Company’s providing the continuation of health benefits described herein, the
Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the foregoing, if such health benefits
are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly
compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided
on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion
required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include
the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll
date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive
an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee
as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has
had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result
of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event
shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes
are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the
Company under Section 4980D of the Code.


 


Following such termination of Employee’s employment by
the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation
or any other benefits under this Agreement.


 


(e)     Termination
by Employee with Good Reason. Employee may terminate his employment with Good Reason by providing the Company twenty (20) days’
written notice setting forth in reasonable specificity the event that constitutes Good Reason. During such twenty (20) day notice
period, the Company shall have a cure right (if curable), and if not cured within such period, Employee’s termination will
be effective upon the expiration of such cure period, and Employee shall be entitled to the same payments and benefits as provided
in Section 8(d) above for a termination by the Company without Cause, subject to the same conditions on payment and benefits as
described in Section 8(d) above. Following such termination of Employee’s employment by Employee with Good Reason, except
as set forth in this Section 8(e), Employee shall have no further rights to any compensation or any other benefits under this Agreement.


 



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(f)      Termination
by Employee without Good Reason. Employee may terminate his employment without Good Reason by providing the Company thirty
(30) days’ written notice of such termination. In the event of a termination of employment by Employee under this Section
8(f), except as provided in Section 8(h), Employee shall be entitled only to the Accrued Obligations, and any previously awarded
Common Shares which are not vested as of the date of termination shall be cancelled. In the event of termination of Employee’s
employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date
of termination without changing the characterization of such termination as a termination by Employee without Good Reason. Following
such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f) or Section
8(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.


 


(g)     Non-Extension
of the Term of Employment. Employee’s employment hereunder shall terminate upon the close of business of the last day
of the then current term if Employee is then a member of the Board and either the Company or Employee gives timely notice of its
intention not to extend the then current term of employment, as provided in Section 2. Upon such termination of the Term of Employment,
Employee shall be entitled to:


 


(i)          the
Accrued Obligations; and


 


(ii)         any
unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall
be paid on the sixtieth (60th) day following the termination date; and


 


In the event that Employee’s employment hereunder is terminated
by reason of the Company giving notice of its intention not to extend any Term of Employment under Section 2, in addition to the
above, Employee shall be entitled to the following benefits:


 


(iii)        any
STI Award that would have been payable with respect to the year of termination in the absence of the Employee’s termination,
pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are
paid to other senior executives of the Company, but in no event later than one day prior to the date that is 21/2 months following
the last day of the fiscal year in which such termination occurred; and


 


(iv)        except
as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee;
and


 



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(v)         continuation
of payment of Base Salary for a period of eighteen (18) months, payable in accordance with the Company’s regular payroll
practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date,
which first payment shall include payments relating to such initial sixty (60) day period; and


 


(vi)        continuation,
for a period of eighteen (18) months, of the health benefits provided to Employee and his covered dependants under the Company’s
health plans, subject to the terms and conditions set forth in Section 8(d)(vi) above.


 


Following such termination of Employee’s employment pursuant
to Section 2, except as set forth in this Section 8(g), Employee shall have no further rights to any compensation or any other
benefits under this Agreement. In the event that Employee’s employment hereunder is terminated by reason of the Employee
giving notice of his intention not to extend any Term of Employment under Section 2, then any previously awarded Common Shares
which are not vested as of the date of termination shall be cancelled.


 


(h)     Termination
Following Change of Control. If, upon a Change of Control of the Company or during the one (1) year period following such Change
of Control, Employee is terminated by the Company without Cause or Employee terminates his employment with or without Good Reason,
in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled to:


 


(i)          the
Accrued Obligations; and


 


(ii)         any
unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall
be paid on the sixtieth (60th) day following the termination date; and


 


(iii)        the
target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination,
which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than
one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and


 


(iv)        a
lump-sum cash payment equal to two and one-half (2.5) times Base Salary, which amount shall be paid on the sixtieth (60th)
day following the termination date; and


 


(v)         except
as may be provided under an award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee
irrespective of type of award; and


 


(vi)        continuation,
during the Change of Control Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s
health plans, subject to the terms and conditions set forth in Section 8(d)(vi) above.


 



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Following such termination of Employee’s employment following
a Change of Control, except as set forth in this Section 8(h), Employee shall have no further rights to any compensation or any
other benefits under this Agreement.


 


(i)      Release.
Notwithstanding any provision herein to the contrary, the Company may require that, prior to payment of any amount or provision
of any benefit pursuant to this Section 8 (other than the Accrued Obligations), Employee shall have executed, on or prior to the
Release Expiration Date, a customary general release in favor of the Company Group in such form as is reasonably required by the
Company, and any waiting periods contained in such release shall have expired. To the extent that the Company requires execution
of such release, the Company shall deliver such release to Employee within five (5) business days following the termination of
Employee’s employment hereunder, and the Company’s failure to deliver such release prior to the expiration of such
five (5) business day period shall constitute a waiver of any requirement to execute such release.


 


Section 9.          Representations
and Warranties of Employee


 


Employee represents and warrants to the
Company that:


 


(a)     Employee
is entering into this Agreement voluntarily and that his employment hereunder and compliance with the terms and conditions hereof
will not conflict with or result in the breach by him of any agreement to which he is a party or by which he may be bound;


 


(b)     Employee
has not violated, and in connection with his employment with the Company will not violate, any non-solicitation, non-competition,
or other similar covenant or agreement of a prior employer by which he is or may be bound; and


 


(c)     in
connection with his employment with the Company, Employee will not use any confidential or proprietary information he may have
obtained in connection with employment with any prior employer.


 


Section 10.        Taxes


 


The Company may withhold from any payments
made under this Agreement all applicable taxes, including but not limited to income, employment, and social security taxes, as
shall be required by applicable law. Employee acknowledges and represents that the Company has not provided any tax advice to him
in connection with this Agreement and that he has been advised by the Company to seek tax advice from his own tax advisors regarding
this Agreement and payments that may be made to him pursuant to this Agreement, including specifically, the application of the
provisions of Section 409A of the Code to such payments.


 



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Section 11.        Set
Off; Mitigation


 


The Company’s obligation to pay Employee
the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim, or recoupment of
amounts owed by Employee to the Company or its affiliates; provided, however, that to the extent any amount so subject
to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment shall not
modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single
installment payment, any portion not satisfied shall remain an outstanding obligation of Employee and shall be applied to the next
installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Employee shall not
be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment or otherwise,
and except as provided in Section 8 hereof regarding health benefits, the amount of any payment provided for pursuant to this Agreement
shall not be reduced by any compensation earned as a result of Employee’s other employment or otherwise.


 


Section 12.        Successors
and Assigns; No Third-Party Beneficiaries


 


(a)     The
Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement
nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another
member of the Company Group, or its or their respective successors) without Employee’s prior written consent; provided,
however, that in the event of the merger or consolidation, or transfer or sale of all or substantially all of the assets,
of the Company with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon
and inure to the benefit of such successor, and such successor shall discharge and perform all the promises, covenants, duties,
and obligations of the Company hereunder, it being agreed that in such circumstances, the consent of Employee shall not be required
in connection therewith.


 


(b)     Employee.
Employee’s rights and obligations under this Agreement shall not be transferable by Employee by assignment or otherwise,
without the prior written consent of the Company; provided, however, that if Employee shall die, all amounts then payable to Employee
hereunder shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee, or other designee,
or if there be no such designee, to Employee’s estate.


 


(c)     No
Third-Party Beneficiaries. Except as otherwise set forth in Section 8(b) hereof, nothing expressed or referred to in this Agreement
will be construed to give any Person other than the Company, the other members of the Company Group, and Employee any legal or
equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement.


 


Section 13.        Waiver
and Amendments


 


Any waiver, alteration, amendment, or modification
of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided,
however, that any such waiver, alteration, amendment, or modification is consented to on the Company’s behalf by the Board.
No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any
subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing
waiver.


 



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Section 14.        Severability


 


If any covenants or such other provisions
of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (a) the
remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall
be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision hereof.


 


Section 15.        Governing
Law and Jurisdiction


 


In the event of any dispute under this Agreement,
or relating or arising under the employment relationship (a “Dispute”), this Agreement shall be governed by
the laws of the State of Colorado. Each party shall bear its own costs, including attorneys’ fees, and share all costs of
the Dispute equally, subject to the following: nothing provided herein shall interfere with either party’s right to seek
or receive damages or costs as may be allowed by applicable statutory law (such as, but not necessarily limited to, reasonable
attorneys’ fees and dispute resolution related costs and expenses, if allowed by applicable statutory law).


 


Section 16.        Notices


 


(a)     Every
notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party
for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to
the other party as herein provided; provided, that unless and until some other address be so designated, all notices and communications
by Employee to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications
by the Company to Employee may be given to Employee personally or may be mailed to Employee at Employee’s last known address,
as reflected in the Company’s records.


 


(b)     Any
notice so addressed shall be deemed to be given (i) if delivered by hand, on the date of such delivery, (ii) if mailed by courier
or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by registered or certified
mail, on the third business day after the date of such mailing.


 


Section 17.         Section
Headings; Mutual Drafting


 


(a)     The
headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute
a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.


 


(b)     The
parties are sophisticated and have been represented (or have had the opportunity to be represented) by their separate attorneys
throughout the transactions contemplated by this Agreement in connection with the negotiation and drafting of this Agreement and
any agreements and instruments executed in connection herewith. As a consequence, the parties do not intend that the presumptions
of laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to
this Agreement or any document or instrument executed in connection herewith, and therefore waive their effects.


 



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Section 18.        Entire
Agreement


 


This Agreement, together with any exhibits
attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment of Employee.
This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements between
the parties relating to the subject matter of this Agreement, including without limitation the Prior Employment Agreement.


 


Section 19.        Survival
of Operative Sections


 


Upon any termination of Employee’s employment,
this Agreement shall survive to the extent necessary to give effect to the provisions thereof.


 


Section 20.        Section
409A


 


The intent of the parties is that payments
and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the
maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything
contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes
of this Agreement unless Employee would be considered to have incurred a “separation from service” from the Company
within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be
construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement
that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as
deferred compensation unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained
herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of
the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during
the six-month period immediately following Employee’s separation from service shall instead be paid on the first business
day after the date that is six months following Employee’s separation from service (or death, if earlier). To the extent
required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimburseable to Employee under this
Agreement shall be paid to Employee on or before the last day of the year following the year in which the expense was incurred
and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not effect
amounts reimburseable or provided in any subsequent year. The Agreement may be amended in any respect deemed by the Board or the
Compensation Committee to be necessary in order to preserve compliance with Section 409A of the Code.


 


Section 21.        Counterparts


 


This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
The execution of this Agreement may be by actual or facsimile signature.


 



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IN WITNESS WHEREOF, the undersigned have executed
this Agreement on the date first above written.


 


	 	TRIANGLE PETROLEUM CORPORATION
	 	 
	 	/S/ GUS HALAS
	 	By: Gus Halas
	 	Title: Chairman of the Compensation Committee
	 	 
	 	EMPLOYEE
	 	 
	 	/S/ PETER HILL
	 	Dr. Peter Hill


 



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