exhibit1019_03082010.htm


    EXHIBIT
10.19

    


    


    


    RESTRICTED STOCK AWARD
AGREEMENT

    


    This Restricted Stock Award Agreement
(the “Agreement”) has been made as of _____________, 20___ (the “Date of
Award”), by Northern Oil and Gas, Inc. with its principal offices in Wayzata,
Minnesota (the “Company”), to ____________________, who resides at
_______________________ (the “Grantee”).

     

    


    RECITALS

    


    Under the Northern Oil and Gas, Inc.
2009 Equity Incentive Plan (the “Plan”), our company’s Compensation Committee of
the Board of Directors (the “Committee”) has determined the form of this
Agreement and selected the Grantee to receive this Restricted Stock Award and
the shares of Northern Oil and Gas, Inc. Common Stock, par value $0.001 per
share (“Common Stock”) that are subject hereto.  The applicable terms
of the Plan are incorporated in this Agreement by reference, including the
definitions of terms contained in the Plan.

     

    


    RESTRICTED STOCK
AWARD

    


    In accordance with the terms of the
Plan, our company has made this Restricted Stock Award effective as of the Date
of Award first indicated above, and concurrently has issued to the Escrow Agent
the shares of Common Stock upon the following terms and conditions:

     

    


    1.           Number
of Shares

    


    The number of shares of Common Stock
issued or transferred under this Restricted Stock Award is
______________________ (________).

    


    2.           Rights
of Grantee as Shareholder

    


    The Grantee, as the owner of record of
the shares of Common Stock issued pursuant to this Restricted Stock Award, is
entitled to all the rights of a shareholder of our company, including the right
to vote, the right to receive cash or stock dividends, and the right to receive
shares in any recapitalization of our company.  If the Grantee
receives any additional shares by reason of being the holder of the shares of
Common Stock issued or transferred under this Restricted Stock Award or of the
additional shares previously distributed to the Grantee, all the additional
shares shall be subject to the provisions of this Agreement.

    


    3.           Period
of Restriction

    


    The Period of Restriction under this
Restricted Stock Award shall commence on the Date of Award and expire upon the
earliest of (i) our company undergoes a Change of Control as defined in the
Plan, (ii) the attainment of the following performance objectives:

    
 

    
      
        
        

      

      
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    , or
(iii) if applicable, the vesting of shares of Common Stock issued under this
Restricted Stock Award in equal installments of _________________ (_______)
shares each, in accordance with the following vesting schedule:

    


    
      	
              Vesting
      Date

              (Expiration
      of Period of Restriction)

            	 
      	
              Shares Released from
      Restrictions

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    4.           Conditions
during Period of Restriction

     

        During the
Period of Restriction the following conditions must continue to be
satisfied:

    


    
      	
               
      

            	
              a.

            	
              the
      employment of the Grantee with our company must not terminate for any
      reason; and

            


    

    


    
      	
               
      

            	
              b.

            	
              the
      Grantee must not, voluntarily or involuntarily, sell, assign, transfer,
      pledge, or otherwise dispose of the nonvested shares of Common Stock
      issued or transferred pursuant to this Restricted Stock
    Award.

            


    

     

    5.    Consequences of Failure to Satisfy
Conditions

     

    
    

    The following shall be the consequences
of Grantee’s failure to satisfy the conditions in Sections 3 and 4 during the
Period of Restriction.

    


    
      	
               
      

            	
              a.

            	
              If
      the conditions of Sections 3 and 4(a) are not satisfied, either by act of
      the Grantee or otherwise; (i) the Grantee will forfeit the nonvested
      shares of Common Stock issued or transferred pursuant to this Restricted
      Stock Award; (ii) the Grantee will assign and transfer the certificates
      evidencing ownership of such nonvested shares to our company, (iii) all
      interest of the Grantee in such nonvested shares shall terminate, and (iv)
      the Grantee shall cease to be a shareholder with respect to such nonvested
      shares.

            


    

    


    
      	
               
      

            	
              b.

            	
              Any
      attempted sale, assignment, transfer, pledge, or other disposition of the
      nonvested shares of Common Stock issued or transferred pursuant to this
      Restricted Stock Award in violation of the condition in Section 4(b),
      whether voluntary or involuntary, shall be ineffective and our company
      shall not be required to transfer the nonvested
  shares.

            


    

    


    
    

    6.    Lapse of Restrictions

     

    At the end of the Period of
Restriction, if the conditions specified in Sections 3 and 4(a) have been
satisfied during the Period of Restriction, all restrictions shall terminate,
and the Grantee shall be entitled to receive the certificates representing the
shares out of escrow without the legend, provided that if the Grantee has
attempted to violate the condition specified in Section 4(b), our company
shall have no obligation to deliver unlegended certificates to anyone other than
the Grantee.  However, in the event of an attempted violation of the
condition specified in Section 4(b), our company shall be entitled to
withhold delivery of any of the certificates if, and for so long as, in the
judgment of our company’s counsel, our company would incur a risk of liability
to any party whom such shares were purported to be sold, transferred, pledged,
or otherwise disposed.

     


    
       

      
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    7.           Legend
on Certificates

    


    In the event a stock certificate is
issued to evidence ownership of shares of Common Stock issued or transferred
pursuant to this Restricted Stock Award, each certificate so issued during the
Period of Restriction shall bear the following legend on the back side of the
certificate:

    


    These
shares have been issued or transferred subject to a Restricted Stock Award
Agreement and are subject to substantial restrictions, including but not limited
to, a prohibition against transfer, either voluntarily or involuntarily, and a
provision requiring transfer of these shares to Northern Oil and Gas, Inc. (the
“Company”) without any payment in the event of termination of the employment of
the registered owner, all as more particularly set forth in a Restricted Stock
Award Agreement, a copy of which is on file with our company.

    


    In any
event, our company or its transfer agent shall hold the shares of Common Stock
issued or transferred pursuant to this Restricted Stock Award in escrow during
the Period of Restriction.

     

    


    8.           Specific
Performance of the Grantee’s Covenants

    


    By accepting this Restricted Stock
Award and the issuance and delivery of the shares of Common Stock pursuant to
this Restricted Stock Award, the Grantee acknowledges that our company does not
have an adequate remedy in damages for the breach by the Grantee of the
conditions and covenants set forth in this Restricted Stock Award Agreement and
agrees that our company is entitled to and may obtain an order or a decree of
specific performance against the Grantee issued by any court having
jurisdiction.

    


    9.           Employment
with our company

    


    Nothing in this Agreement or in the
Plan shall confer upon the Grantee the right to continued employment with our
company.

    


    10.           Section
83(b) Election

    


    If the Grantee makes an election
pursuant to § 83(b) of the Internal Revenue Code, the Grantee shall
promptly file a copy of such election with our company.

    


    11.           Withholding
Tax

    


    Before a certificate for shares of
Common Stock is issued or delivered pursuant to this Restricted Stock Award or
if the Grantee makes the election permitted by § 83(b) of the Internal
Revenue Code our company may, by notice to the Grantee, require that the Grantee
pay to our company the amount of federal, state, or local taxes, if any,
required by law to be withheld.  Our company may satisfy the
withholding obligation by withholding shares of Common Stock having a fair
market value equal to the withholding tax; or by requiring the Grantee to pay to
our company, in cash, an amount sufficient to cover our company’s withholding
obligation.

    


    [and/or]


    
       

      
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    If the Grantee makes an election
pursuant to § 83(b) of the Internal Revenue Code, our company shall, within
fifteen (15) days following the receipt by our company of a copy of such
election, pay to the Grantee, or directly to the appropriate taxing authority, a
cash bonus equal to the amount of state and federal income tax required to be
paid by Grantee on Grantee’s receipt of the Restricted Stock Award, including
tax incurred due to the payment of such cash bonus, as determined by our company
in its sole discretion.

    


    12.           Notices
of Payments

    


    Any notice to be given by the Grantee
under this Agreement shall be in writing and shall be deemed to have been given
only upon receipt by the Secretary of our company at 315 Manitoba Avenue, Suite
200, Wayzata, Minnesota 55391, or at such address as may be communicated in
writing to the Grantee from time to time.  Any notice or communication
by our company to the Grantee under this Agreement shall be in writing and shall
be deemed to have been given if mailed or delivered to the Grantee at the
address listed in the records of our company or at such address as specified in
writing to our company by the Grantee.

    


    13.           Waiver

    


    The waiver by our company of any
provision of this Agreement shall not operate as, or be construed to be, a
waiver of the same or any other provision of this Agreement at any subsequent
time for any other purpose.

    


    14.           Termination
or Modification of Restricted Stock Award

    


    This Restricted Stock Award shall be
irrevocable except that our company shall have the right to revoke this
Agreement at any time during the Period of Restriction if it is contrary to law
or modify this Restricted Stock Award to bring it into compliance with any valid
and mandatory law or government regulation.  In the event of
revocation of this Agreement pursuant to the foregoing, our company may give
notice to the Grantee that the nonvested shares of Common Stock are to be
assigned, transferred, and delivered to our company as though the Grantee’s
employment with our company terminated on the date of the notice.

    


    15.           Section
Headings

    


    The section headings in this Agreement
are for convenience of reference only and shall not be deemed as part of, or
germane to, the interpretation or construction of this Agreement.

    


    16.           Determination
by Committee

    


    Determinations by the Committee shall
be final and conclusive with respect to the interpretation of the Plan and this
Agreement.

    


    17.           Governing
Law

    


    The validity and construction of this
Agreement shall be governed by the laws of the State of Nevada.

    


    IN WITNESS WHEREOF, our company has
caused this Agreement to be executed and granted in, to be effective as of
______________, 20___.

     

     

    
      	 
      	
              Northern
      Oil and Gas, Inc.

               

               

               

              By
      Michael L. Reger

              Its
      Chief Executive Officer

            


    

    


    



    
       

      
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    ACCEPTANCE OF RESTRICTED
STOCK AWARD

    


    The undersigned Grantee accepts this
Restricted Stock Award and the ___________ (_______) shares of Common Stock
issued or transferred under this Agreement and agrees to be bound by the
provisions of this Agreement, including but not limited to the agreements and
covenants of the Grantee expressed in § 4.

     

    


    Dated
this _____ day of _______________, 20___.

    


    


    Grantee

     

     

    
 

    
      
        
        

      

      
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