EXHIBIT 4.2  








KODIAK OIL & GAS
CORP.

INCENTIVE STOCK OPTION AGREEMENT 





        This
INCENTIVE STOCK OPTION 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 _________________ (“Employee”). 



     
        
1.       
          Grant of Option.  The Company hereby grants Employee the option (the
          “Option”) to purchase all or any part of an aggregate of
          ________ shares (the “Shares”) of Common Stock of the Company
          at the exercise price of _____ per share according to the terms and conditions
          set forth in this Agreement and in the Kodiak Oil & Gas Corp. 2007
          Stock Incentive Plan (the “Plan”). The Option will be
          treated as an incentive stock option within the meaning of Section 422 of
          the Internal Revenue Code of 1986, as amended (the “Code”). The Option
          is issued under the Plan and is subject to its terms and conditions. A copy of
          the Plan will be furnished upon request of Employee. 



          The
Option shall terminate at the close of business ten years from the date hereof. 



             2.       
          Vesting of Option Rights. 



             (a)       
          Except as otherwise provided in this Agreement, the Option may be exercised by
          Employee in accordance with the following schedule: 



	

        On or after each of           

        the following dates           

________________________

                                      

   [Each of the first, second and     

 third anniversaries of the date of   

             the grant]               	
           Number of Shares              

        with respect to which            

      the Option is exercisable          

________________________

                                         

                [1/3]
 






             (b)       
          During the lifetime of Employee, the Option shall be exercisable only by
          Employee and shall not be assignable or transferable by Employee, other than by
          will or the laws of descent and distribution. 



             (c)       
          Employee understands that to the extent that the aggregate fair market value
          (determined at the time the option was granted) of the shares of Common Stock of
          the Company with respect to which all options that are incentive stock options
          within the meaning of Section 422 of the Code are exercisable for the first time
          by Employee during any calendar year exceed $100,000, in accordance with Section
          422(d) of the Code, such options shall be treated as options that do not qualify
          as incentive stock options. 

















             3.    
          Exercise of Option after Death or Termination of Employment 



        The
Option shall terminate and may no longer be exercised if Employee ceases to be employed by
the Company or its affiliates, except that: 



          		    (a)       
               If Employee’s employment shall be terminated for any reason, voluntary or
               involuntary, other than for “Cause” (as defined in Section 3(e)) or
               Employee’s death or disability (within the meaning of Section 22(e)(3)
               of the Code), Employee may at any time within a period of 3 months after such
               termination exercise the Option to the extent the Option was exercisable by
               Employee on the date of the termination of Employee’s employment. 



               



          		    (b)       
               If Employee’s employment is terminated for Cause, the Option shall be
               terminated as of the date of the act giving rise to such termination. 



               



          		    (c)       
               If Employee shall die while the Option is still exercisable according to its
               terms or if employment is terminated because Employee has become disabled
               (within the meaning of Section 22(e)(3) of the Code) while in the employ of
               the Company and Employee shall not have fully exercised the Option, such Option
               may be exercised at any time within 12 months after Employee’s death or
               date of termination of employment for disability by Employee, personal
               representatives or administrators or guardians of Employee, as applicable or by
               any person or persons to whom the Option is transferred by will or the
               applicable laws of descent and distribution, to the extent of the full number of
               Shares Employee was entitled to purchase under the Option on (i) the earlier of
               the date of death or termination of employment or (ii) the date of termination
               for such disability, as applicable. 



               



          		    (d)       
               Notwithstanding the above, in no case may the Option be exercised to any extent
               by anyone after the termination date of the Option. 



               



          		    (e)       
               “Cause” shall mean (i) the willful and continued failure
               by Employee substantially to perform his or her duties and obligations (other
               than any such failure resulting from his or her incapacity due to physical or
               mental illness), (ii) Employee’s conviction or plea bargain of any
               felony or gross misdemeanor involving moral turpitude, fraud or misappropriation
               of funds or (iii) the willful engaging by Employee in misconduct which
               causes substantial injury to the Company or its affiliates, its other employees
               or the employees of its affiliates or its clients or the clients of its
               affiliates, whether monetarily or otherwise. For purposes of this paragraph, no
               action or failure to act on Employee’s part shall be considered
               “willful” unless done or omitted to be done, by Employee in bad faith
               and without reasonable belief that his or her action or omission was in the best
               interests of the Company. 



               



             4.       
          Method of Exercise of Option. Subject to the foregoing, the Option may be
          exercised in whole or in part from time to time by serving written notice of
          exercise on the Company at its principal office within the Option period. The
          notice shall state the number of Shares as to which the Option is being
          exercised and shall be accompanied by payment of the exercise price. Payment of
          the exercise price shall be made in cash (including bank check, personal check
          or money order payable to the Company). 







2 
















             5.       
          Miscellaneous 



             (a)       
          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. 



             (b)       
          No Rights of Stockholders. Neither Employee, Employee’s legal
          representative nor a permissible assignee of this Option shall have any of the
          rights and privileges of a stockholder of the Company with respect to the
          Shares, unless and until such Shares have been issued in the name of Employee,
          Employee’s legal representative or permissible assignee, as applicable. 



             (c)       
          No Right to Employment. The grant of the Option shall not be construed as
          giving Employee the right to be retained in the employ of, or as giving a
          director of the Company or an Affiliate (as defined in the Plan) the right to
          continue as a director of the Company or an Affiliate with, 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 Employee 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 Option granted
          hereunder shall not form any part of the wages or salary of Employee 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, Employee 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 and shall be fully bound thereby. 



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



             (e)       
          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 (as
          defined in the Plan), 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. 



             (f)       
          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 Employee or any other
          person. To the extent that any Person  







3 














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. 




             (g)       
          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. 



             (h)       
          Conditions Precedent to Issuance of Shares. Shares shall not be issued
          pursuant to the exercise of the Option unless such exercise and the issuance and
          delivery of the applicable Shares pursuant thereto shall comply with all
          relevant provisions of law, including, without limitation, the Securities Act of
          1933, as amended, the Exchange Act of 1934, as amended, the rules and
          regulations promulgated thereunder, the requirements of any applicable stock
          exchange and the laws of the Yukon Territory. As a condition to the exercise of
          the purchase price relating to the Option, the Company may require that the
          person exercising or paying the purchase price represent and warrant that the
          Shares are being purchased only for investment and without any present intention
          to sell or distribute such Shares if, in the opinion of counsel for the Company,
          such a representation and warranty is required by law. 



             (i)       
          Withholding. If Employee shall dispose of any of the shares of Common
          Stock acquired upon exercise of the Option within two (2) years from the date
          the Option was granted or within one (1) year after the date of exercise of the
          Option, then, in order to provide the Company with the opportunity to claim the
          benefit of any income tax deduction, Employee shall promptly notify the Company
          of the dates of acquisition and disposition of such shares, the number of shares
          so disposed of, and the consideration, if any, received for such shares. 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 assure
          (i) notice to the Company of any disposition of the shares of the Company
          within the time periods described above, and (ii) that, if necessary, all
          applicable federal or state payroll, withholding, income or other taxes are
          withheld or collected from Employee. 



             (j)       
          Consultation With Professional Tax and Investment Advisors. The holder of
          this Option acknowledges that the grant, exercise, vesting or any payment with
          respect to this Option, and the sale or other taxable disposition of the Shares
          acquired pursuant to the exercise thereof, may have tax consequences pursuant to
          the Code or under local, state or international tax laws. The holder further
          acknowledges that such holder is relying solely and exclusively on the
          holder’s own professional tax and investment advisors with respect to any
          and all such matters (and is not relying, in any manner, on the Company or any
          of its employees or representatives). Finally, the holder understands and agrees
          that any and all tax consequences resulting from the Option and its grant,
          exercise, vesting or any payment with respect thereto, and the sale or other
          taxable disposition of the Shares acquired pursuant to the Plan, is solely and
          exclusively the responsibility of the holder without any expectation or
          understanding that the Company or any of its employees or representatives will
          pay or reimburse such holder for such taxes or other items. 







4 




















        IN
WITNESS WHEREOF, the Company and Employee have executed this Agreement on the date set
forth in the first paragraph. 



	  	
KODIAK OIL & GAS CORP. 



By:  __________________________________

Name:  ________________________________

Title:  _________________________________




EMPLOYEE





______________________________________

Name:  ________________________________

 









5