EXHIBIT 4.5  







KODIAK OIL & GAS
CORP. 

RESTRICTED STOCK AWARD AGREEMENT 



        This
RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made this
_____ day of _____, _____, by and between Kodiak Oil & Gas Corp., a Yukon
Territory corporation (the “Company”) and _____, an individual resident
of _____, _____ (“Participant”). 



         1.       
Award. The Company hereby grants to Participant a restricted stock award
of _____ shares (the “Shares”) of Common Stock, no par value per
share, of the Company according to the terms and conditions set forth herein and
in the Kodiak Oil & Gas Corp. 2007 Stock Incentive Plan (the
“Plan”). The Shares are Restricted Stock granted under Section 6(c) of
the Plan. A copy of the Plan will be furnished upon request of Participant. With
respect to the Shares, Participant shall be entitled at all times on and after
the date of issuance of the Shares to exercise the rights of a stockholder of
Common Stock of the Company, including the right to vote the Shares and the
right to receive dividends on the Shares.  



         2.       
          Vesting. Except as otherwise provided in this Agreement, the Shares shall
          vest in accordance with the following schedule: 



	
              On each of             

         the following dates         

__________________________


            [Immediately]            

                                     

    [Each of the first and second    

   anniversaries of the date of the  

                grant]               	
       Number of Shares          

            Vested               

__________________________


            [1/3]                

                                 

            [1/3]                

                                 







     3.
       Restrictions
on Transfer. Until the Shares vest pursuant to Section 2 or Section 4 hereof, none of the
Shares may be pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance shall be void and unenforceable against the
Company, and no attempt to transfer the Shares, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the purported transferee with any interest or
right in or with respect to the Shares.  



    
4.        Forfeiture;
Early Vesting. If Participant ceases to be an employee of the Company or any Affiliate
(as defined in the Plan) prior to vesting of the Shares pursuant to Section 2 hereof, all
of Participant's rights to all of the unvested Shares shall be immediately and
irrevocably forfeited, except that (i) if Participant ceases to be an employee by reason
of Disability (as defined below) prior to the vesting of Shares under Section 2 hereof or
(ii) if Participant ceases to be an employee by reason of death prior to the vesting of
Shares under Section 2, hereof, all Shares granted hereunder shall vest as of such
termination of employment. For purposes of this Agreement, “Disability” has the meaning
given to such term in Section   















22(e)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”). Upon forfeiture,
Participant will no longer have any rights relating to the unvested Shares, including the
right to vote the Shares and the right to receive dividends declared on the Shares.  



    
5.        Distributions
and Adjustments.  



             (a)        If
any Shares vest subsequent to any change in the number of character of the Common Stock
of the Company (through any stock dividend or other distribution, recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of shares, or otherwise), Participant shall receive
upon such vesting the number and type of securities or other consideration which
Participant would have received if such Shares had vested prior to the event changing the
number or character of the outstanding Common Stock. 



             (b)        Any
additional shares of Common Stock of the Company, any other securities of the Company and
any other property (except for regular cash dividends or other cash distributions)
distributed with respect to the Shares prior to the date or dates the Shares vest shall
be subject to the same restrictions, terms and conditions as the Shares to which they
relate and shall be promptly deposited with the Secretary of the Company or a custodian
designated by the Secretary. Any cash dividends or other cash distributions payable with
respect to the Shares shall be distributed to Participant at the same time cash dividends
or other cash distributions are distributed to stockholders of the Company generally. 



    
6.        Miscellaneous.  



    
(a)        Issuance
of Shares. The Company shall cause the Shares to be issued in the name of Participant,
either by book-entry registration or issuance of a stock certificate or certificates
evidencing the Shares, which certificate or certificates shall be held by the Secretary
of the Company or the stock transfer agent or brokerage service selected by the Secretary
of the Company to provide such services for the Plan. The Shares shall be restricted from
transfer and shall be subject to an appropriate stop-transfer order. If any certificate
is used, the certificate shall bear an appropriate legend referring to the restrictions
applicable to the Shares. Participant hereby agrees to the retention by the Company of
the Shares and, if a stock certificate is used, agrees to execute and deliver to the
Company a black stock power with respect to the Shares as a condition to the receipt of
this award of Shares. After any Shares vest pursuant to Section 2 hereof, and following
payment of the applicable withholding taxes pursuant to Section 5 of this Agreement, the
Company shall promptly cause to be issued a certificate or certificates, registered in
the name of Participant or in the name of Participant's legal representatives,
beneficiaries or heirs, as the case may be, evidencing such vested whole Shares (less any
shares withheld to pay withholding taxes) and shall cause such certificate or
certificates to be delivered to Participant or Participant's legal representatives,
beneficiaries or heirs, as the case may be, free of the legend or the stop-transfer order
referenced above. The value of any fractional Shares shall be paid in cash at the time
certificates evidencing the Shares are delivered to Participant.  







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     (b)
       Income
Tax Matters.  



		
                      (i)        In
order to comply with all applicable federal or state income tax laws or regulations, the
Company may          take such action as it deems appropriate to ensure that all
applicable federal or state payroll, withholding, income or          other taxes, which
are the sole and absolute responsibility of Participant, are withheld or collected from
Participant. 







		                      (ii)        In
accordance with the terms of the Plan, and such rules as may be adopted by the Committee
under the Plan,          Participant may elect to satisfy Participant's federal and state
income tax withholding obligations arising from the receipt          of, or the lapse of
restrictions relating to, the Shares, by (i) delivering cash, check (bank check,
certified check or          personal check) or money order payable to the Company, (ii)
having the Company withhold a portion of the Shares otherwise to          be delivered
having a Fair Market Value equal to the amount of such taxes, or (iii) delivering to the
Company shares of          Common Stock already owned by Participant having a Fair Market
Value equal to the amount of such taxes. Any shares already          owned by Participant
for no less than six months prior to the date delivered to the Company if such shares
were acquired          upon the exercise of an option or upon the vesting of restricted
stock units or other restricted stock. The Company will not          deliver any
fractional Shares but will pay, in lieu thereof, the Fair Market Value of such fractional
Shares. Participant's          election must be made on or before the date that the
amount of tax to be withheld is determined. 







    
(c)        Plan
Provisions Control. In the event that any provision of the Agreement conflicts with or is
inconsistent in any respect with the terms of the Plan, the terms of the Plan shall
control.  



    
(d)        No
Right to Employment. The issuance of the Shares shall not be construed as giving
Participant the right to be retained in the employ, or as giving a director of the
Company or an Affiliate the right to continue as a director, of the Company or an
Affiliate, nor will it affect in any way the right of the Company or an Affiliate to
terminate such employment or position at any time, with or without cause or remove a
Director in accordance with applicable law. In addition, the Company or an Affiliate may
at any time dismiss Participant from employment, or terminate the term of a director of
the Company or an Affiliate, free from any liability or any claim under the Plan or the
Agreement. Nothing in the Agreement shall confer on any person any legal or equitable
right against the Company or any Affiliate, directly or indirectly, or give rise to any
cause of action at law or in equity against the Company or an Affiliate. The Award
granted hereunder shall not form any part of the wages or salary of Participant for
purposes of severance pay or termination indemnities, irrespective of the reason for
termination of employment. Under no circumstances shall any person ceasing to be an
employee of the Company or any Affiliate be entitled to any compensation for any loss of
any right or benefit under the Agreement or Plan which such employee might otherwise have
enjoyed but for termination of employment, whether such compensation is claimed by way of
damages for wrongful or unfair dismissal, breach of contract or otherwise. By
participating in the Plan, Participant shall be deemed to have accepted all the
conditions of the Plan and the Agreement and the terms and conditions of any rules and
regulations adopted by the Committee (as defined in the Plan) and shall be fully bound
thereby.  



    
(e)        Governing
Law. The validity, construction and effect of the Plan and the Agreement, and any rules
and regulations relating to the Plan and the Agreement, shall be 







3 






















determined in accordance with the
internal laws, and not the law of conflicts, of the Yukon Territory.  



    
(f)        Securities
Matters. The Company shall not be required to deliver Shares until the requirements of
any federal or state securities or other laws, rules or regulations (including the rules
of any securities exchange) as may be determined by the Company to be applicable are
satisfied.  



    
(g)        Severability. 
If any provision of the Agreement is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended to
conform to applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of the Plan
or the Agreement, such provision shall be stricken as to such jurisdiction or the
Agreement, and the remainder of the Agreement shall remain in full force and effect.  



    
(h)        No
Trust or Fund Created. Neither the Plan nor the Agreement shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the
Company or any Affiliate and Participant or any other person. To the extent that any
Person acquires a right to receive payments from the Company or any Affiliate pursuant to
an Award, such right shall be no greater than the right of any unsecured general creditor
of the Company or any Affiliate.  



    
(i)        Headings. 
Headings are given to the Sections and subsections of the Agreement solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Agreement or any
provision thereof.  



    
IN WITNESS WHEREOF, the Company and Participant have executed this Restricted Stock Award Agreement
on the date set forth in the first paragraph.  



	  	
KODIAK OIL & GAS CORP. 



By:  _________________________________

Name:  _______________________________

Title:  ________________________________





PARTICIPANT 





____________________________________

Name:  _______________________________