exhibit103_013008.htm


    Exhibit
10.3

    


    


    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

     

    THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into effective the 30th day of
January, 2009 (the “Effective Date”) by and between Ryan R. Gilbertson, a
resident of the State of Minnesota (“Employee”), and Northern Oil and Gas, Inc.,
a Nevada corporation having its principal office at 315 Manitoba Avenue, Suite
200, Wayzata, Minnesota (the “Company”).

     

    WHEREAS, the Company is an oil
and gas exploration and production company headquartered in Wayzata, Minnesota,
focused on drilling exploratory and developmental wells in the Rocky Mountain
regions of the United States;

     

    WHEREAS, the Company and Employee
entered into that certain Employment Agreement effective January 16, 2008 and
desire to amend and restate such agreement through this Agreement;
and

     

    WHEREAS, the Company desires to
continue to employ Employee, and Employee desires to accept such continued
employment, pursuant to the terms and conditions set forth in this
Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual covenants herein contained, the parties agree as
follows:

     

    1.           Employment.

     

    1.1           Term.  Effective
as of the Effective Date, the Company hereby employs Employee, and Employee
hereby accepts such employment, on the terms and conditions set forth herein,
for the period commencing on the Effective Date for three (3) years, unless
sooner terminated pursuant hereto.  Unless otherwise terminated by either
party no less than thirty (30) days before the end of a calendar year, at the
end of each calendar year, the Term shall be extended for one additional year
into the future thereby allowing for a continuing three (3) year
term.  The initial three (3) year term and any extension of such term
are herein referred to as the “Term.”

     

    1.2           Services.  The
Company hereby agrees to employ Employee in the role of the Company’s Chief
Financial Officer, and Employee hereby accepts such employment with the Company
on the terms and conditions set forth herein.  Employee shall perform
all activities and services as the Company’s Chief Financial Officer, which
shall include duties and responsibilities as the Company’s Board of Directors
may from time-to-time reasonably prescribe consistent with the duties and
responsibilities of the Chief Financial Officer of the Company (the
“Services”).  Employee shall use his best efforts to make himself
available to render such Services to the best of his abilities.  The
Services shall be performed in a good professional and workmanlike manner by
Employee, to the Company’s reasonable satisfaction, which shall include duties
and responsibilities as the Company’s Chief Financial
Officer.  Employee shall have the authority to bind the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Company
to any contract, agreement or other arrangement, whether oral or written, or
make any representation or deliver any instructions on behalf of the
Company.  Employee shall be considered an executive officer for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).   

     

    2.           At-Will
Relationship.  Employee’s
employment with the Company shall be entirely “at-will,” meaning that either
Employee or the Company may terminate such employment relationship by
terminating this Agreement in writing delivered to the other party at any time
for any reason or for no reason at all, subject to the provisions of this
Agreement.

     

    3.           Compensation. In consideration for
Employee entering into this Agreement with the Company and performing the
Services required hereunder during the term of this Agreement:

     

    3.1           Annual
Salary.  The Company shall pay Employee an annual base salary
in an amount to be determined by the Company’s Compensation Committee (the
“Annual Salary”), which salary shall be payable to Employee in accordance with
the Company’s customary payroll practices.  Employee’s Annual Salary
shall be increased on the first day of each calendar year at the discretion of
the Company’s Compensation Committee or Board of Directors, as the case may be;
provided, however, that the Annual Salary shall increase each year a minimum of
four percent (4.0%) over the prior year’s Annual Salary.

     

    3.2           Intentionally
Omitted.

     

    3.3           Annual
Bonus.  In addition to Employee’s Annual Salary, Employee shall
be entitled to receive one or more bonuses in amounts to be determined in the
discretion of the Company’s Compensation Committee or Board of Directors from
time-to-time based upon Employee meeting or exceeding mutually agreed upon
performance goals; provided, however, that nothing herein shall obligate the
Company to pay any bonus to Employee at any time.

     

    3.4           Change in
Control.  Upon a “change in control” of the Company (as defined
below), Employee’s obligations hereunder shall immediately cease and this
Agreement shall terminate.  Further, the Company shall pay to Employee
the following amounts upon the earlier to occur of the Employee’s death or six
(6) months following the “change in control”:

     

    (i)           A
lump sum payment equal to twice Employee’s then-applicable Annual Salary payable
to Employee under the terms of this Agreement in lieu of any and all other
benefits and compensation to which Employee otherwise would be entitled under
the terms of this Agreement; and

     

    (ii)           Pre-payment
of the remaining lease term of Employee’s Company vehicle and use of such
vehicle through the remaining lease term of such vehicle, along with a lump sum
payment to employee of the estimated insurance premiums for such vehicle through
the remaining lease terms.

     


    
      
         


      

      
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    In
addition to the foregoing payments, any options or warrants (the “Securities”)
held in the name of Employee, or any portion thereof, shall accelerate and
become immediately exercisable upon any “change in control” of the Company (as
defined below).

     

    Any of
the following shall constitute a “change in control” for the purposes
hereof:

     

    (iii)           The
consummation of a reorganization, merger, share exchange, consolidation or
similar transaction, or the sale or disposition of all or substantially all of
the assets of the Company, unless, in any case, the persons beneficially owning
the voting securities of the Company immediately before that transaction
beneficially own, directly or indirectly, immediately after the transaction, at
least seventy-five percent (75%) of the voting securities of the Company or any
other corporation or other entity resulting from or surviving the transaction in
substantially the same proportion as their respective ownership of the voting
securities of the Company immediately prior to the transaction;

     

    (iv)           Individuals
who constitute the incumbent Board of Directors cease for any reason to
constitute at least a majority of the Board of Directors; or

     

    (v)           The
Company’s shareholders approve a complete liquidation or dissolution of the
Company.

     

    The
Company shall be obligated to make the payments to Employee required by this
Section 3 immediately upon any “change in control” that occurs during Employee’s
employment with the Company or within six (6) months following termination of
Employee’s employment with the Company.  The Company’s obligations
under this Section 3 of this Agreement are absolute and unconditional, and not
subject to any set-off, counterclaim, recoupment, defense, or other right that
the Company or any affiliate of the Company may have against the
Employee.  The parties agree that the provisions of this Section 3
shall survive any termination of this Agreement.

     

    4.           Benefits.  During the term
of Employee’s employment with the Company and this Agreement, Employee will be
entitled to participate in the following benefit plans to the extent available
through the Company in accordance with the policies and plans adopted by the
Company, as may be amended from time-to-time:

     

    4.1           Retirement
Plans.  Employee shall be entitled to participate in the
Company’s 401(k), profit sharing and other retirement plans (the “Plans”)
presently in effect or hereafter adopted by the Company, to the extent that such
Plans relate generally to all employees of the Company.  Employee
shall be able to contribute up to the legal limit, as a percentage of his Annual
Salary, into any such Plans, of which the Company shall match Employee’s
contribution in an amount equal to the maximum legally-permitted amount under
such Plans, up to a maximum amount of Twenty Five Thousand Dollars ($25,000) per
calendar year.  If Employee chooses not to contribute a percentage of
his Annual Salary into any such Plans, the Company nonetheless shall contribute
the maximum legally

     


    
      
         


      

      
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    permitted
amount during the term of his employment, up to a maximum amount of Twenty Five
Thousand Dollars ($25,000) per calendar year.

     

    4.2           Company
Vehicle.  Employee shall be entitled to use of a Company-leased
vehicle during the term of Employee’s employment with the Company up to a
maximum expense for the Company of Fifteen Thousand Dollars ($15,000) per
calendar year, subject to the provisions of Section 3.4(ii) above.

     

    4.3           Health
Insurance.  Employee, Employee’s spouse and any children of
Employee (the “Employee’s Family”) shall be entitled to participate in health,
hospitalization, disability, dental and other such health-related benefits
and/or insurance plans that the Company may have in effect from time-to-time,
all of which insurance premiums shall be paid by the Company on behalf of
Employee and Employee’s Family.

     

    4.4           Vacation.  Employee
shall be entitled to vacation pursuant to such general policies and procedures
of the Company consistent with past practices as are from time-to-time adopted
by the Company.

     

    4.5           Expense
Reimbursement.  Employee shall be reimbursed by the Company for
all ordinary and customary business expenses, including travel, communication
costs and other disbursements incurred by him, for and on behalf of the Company,
in connection with the provision of the Services required under this
Agreement.  Employee shall provide such appropriate documentation
regarding such expenses and disbursements as Company may reasonably
require.  Reimbursement shall occur at least once per month and must
be paid no later than the end of the Company’s taxable year following the
taxable year in which such expenses are incurred.

     

    4.6           Other
Benefits.  Employee shall also be entitled to such other
benefits as the Company may from time-to-time generally provide to its
personnel, at the discretion of and as permitted by the Company’s
management.

     

    5.           Rights
Upon Termination of Employment.  The following
provisions shall apply upon termination of Employee’s employment:

     

    5.1           Death.  In
the event Employee’s employment is terminated due to the death of
Employee:

     

    (i)           Employee
(or Employee’s estate) shall be paid (a) his Annual Salary through the end of
the month in which his death occurred and (b) any unpaid expense reimbursement
that might have accrued prior to Employee’s death; and

     

    (ii)           Any
Securities held in the name of Employee, or any portion thereof, may be
exercised to the extent Employee was entitled to do so at the time of the
Employee’s death, by his or her executor or administrator or other person
entitled by law to the Employee’s rights under the Securities, at any time
within six (6) months subsequent to the date of death, at which time the
Securities shall expire.

     


    
      
         


      

      
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    5.2           Termination Other Than “for
Cause” or for Death. In the event that the Company terminates Employee’s
employment and this Agreement for any reason other than “for cause” or upon the
Employee’s death:

     

    (i)           Upon
the earlier to occur of the Employee’s death or six (6) months following the
date of termination of employment the Company shall pay Employee a single lump
sum payment equal to Employee’s then-applicable Annual Salary and shall
reimburse any unpaid expenses in lieu of any and all other benefits and
compensation to which Employee otherwise would be entitled under the terms of
this Agreement.

     

    (ii)           Any
Securities held in the name of Employee, or any portion thereof, may be
exercised to the extent Employee was entitled to do so at the time of
termination of Employee’s employment at any time within ninety (90) days
subsequent to the date of termination of Employee’s employment, at which time
the Securities shall expire.

     

    Termination
of Employee “for cause” shall mean any of the following acts by
Employee:

     

    (iii) an
intentional act of fraud, embezzlement, theft or any other material violation of
law:

     

    (iv) intentional
damage to the Company’s assets;

     

    (v) the
willful and continued failure to substantially perform required duties for the
Company (other than as a result of incapacity due to physical or mental
illness); or

     

    (vi) willful
conduct that is demonstrably and materially injurious to the Company, monetarily
or otherwise.

     

    6.           Confidential
Information.

     

    6.1           Employee
shall maintain the confidentiality of all trade secrets, (whether owned or
licensed by the Company) and related or other interpretative materials and
analyses of the Company’s projects, or knowledge of the existence of any
material, information, analyses, projects, proposed joint ventures, mergers,
acquisitions, divestitures and other such anticipated or contemplated business
ventures of the Company, and other confidential or proprietary information of
the Company (“Confidential Information and Materials”) obtained by Employee as
result of this Agreement during the term of the Agreement and for two (2) years
following termination of Employee’s employment with the Company.

     

    6.2           In
the event that such Confidential Information and Materials are memorialized on
any computer hardware, software, CD-ROM, disk, tape, or other media, Company
shall have the right, subject to the rights of third parties under contract,
copyright, or other law, to view, use and copy for safekeeping or backup
purposes such Confidential Information and Materials.  During the
period of confidentiality, Employee

     


    
      
         


      

      
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    shall
make no use of such Confidential Information and Materials for his own financial
or other benefit, and shall not retain any originals or copies, or reveal or
disclose any Confidential Information and Materials to any third parties, except
as otherwise expressly agreed by the Company.  Employee shall have no
right to use the Company’s corporate logos, trademarks, service marks, or other
intellectual property without prior written permission of the Company and
subject to any limitations or restrictions upon such use as the Company may
require.

     

    6.3           Upon
expiration or termination of this Agreement, Employee shall turn over to a
designated representative of the Company all property in Employee’s possession
and custody and belonging to the Company.  Employee shall not retain
any copies or reproductions of correspondence, memoranda, reports, notebooks,
drawings, photographs or other documents relating in any way to the affairs of
the Company and containing Confidential Information and Materials which came
into Employee’s possession at any time during the term of this
Agreement.

     

    6.4           Employee
acknowledges that Company is a public company registered under the Exchange Act
and that this Agreement may be subject to the filing requirements of the
Exchange Act.  Employee acknowledges and agrees that the applicable
insider trading rules and limitations on disclosure of non-public information
set forth in the Exchange Act and rules and regulations promulgated by the SEC
shall apply to this Agreement and Employee’s employment with the
Company.  Employee (on behalf of himself as well as his executors,
heirs, administrators and assigns) absolutely and unconditionally agrees to
indemnify and hold harmless the Company and all of its past, present and future
affiliates, executors, heirs, administrators, shareholders, employees, officers,
directors, attorneys, accountants, agents, representatives, predecessors,
successors and assigns from any and all claims, debts, demands, accounts,
judgments, causes of action, equitable relief, damages, costs, charges,
complaints, obligations, controversies, actions, suits, proceedings, expenses,
responsibilities and liabilities of every kind and character whatsoever
(including, but not limited to, reasonable attorneys’ fees and costs) in the
event of Employee’s breach or alleged breach of any obligation under the
Exchange Act, any rules promulgated by the SEC and any other applicable Federal
or state laws, rules, regulations or orders.

     

    6.5           The
parties agree that the provisions of this Section 6 shall survive any
termination of this Agreement.

     

    7.           Non-Competition
and Non-Solicitation.

     

    
      	
               
      

            	
              7.1

            	
              Employee
      agrees that he will not:

            


    

     

    (i)           anywhere
within the United States, engage, directly or indirectly, alone or as a
shareholder (other than as a holder of less than ten percent (10%) of the common
stock of any publicly traded corporation), partner, officer, director, employee,
consultant or advisor, or otherwise in any way participate in or become
associated with, any other business organization that is engaged or becomes
engaged in any business that is the same or substantially identical business of
the

     


    
      
         


      

      
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    Company,
or is directly competitive with, any business activity that the Company is
conducting at the time of the Employee’s termination or has notified the
Employee that it proposes to conduct and for which the Company has, prior to the
time of such termination, expended substantial resources (the “Designated
Industry”),

    (ii)           divert
to any competitor of the Company any customer of the Company, or

     

    (iii)           solicit
any employee, contributor or faculty member of the Company to change its
relationship with the Company, or hire or offer employment to any person to whom
the Employee actually knows the Company has offered employment.

     

    7.2           Employee
agrees to be bound by the provisions of this Section 7 in consideration for the
Company’s employment of Employee, payment of the compensation and benefits
provided under Section 3 and Section 4 above and the covenants and agreements
set forth herein.  The provisions of this Section 7 shall apply during
the term of Employee’s employment with the Company and for a period of one (1)
year following termination of the Employee’s employment; provided, however,
that the provisions of this Section 7 shall cease to apply immediately upon any
“change in control” as defined in Section 3 of this Agreement or in the event
that the Company terminates Employee’s employment for any reason or for no
reason whatsoever.  The parties agree that the provisions of this
Section 7 shall survive any termination of this Agreement, Employee will
continue to be bound by the provisions of this Section 7 until their expiration
and Employee shall not be entitled to any compensation from the Company with
respect thereto except as provided under this Agreement.

     

    7.3           Employee
acknowledges that the provisions of this Section 7 are essential to protect the
business and goodwill of the Company.  If at any time the provisions
of this Section 7 shall be determined to be invalid or unenforceable by reason
of being vague or unreasonable as to area, duration or scope of activity, this
Section 7 shall be considered divisible and shall become and be immediately
amended to only such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body having jurisdiction
over the matter; and the Employee agrees that this Section 7 as so amended shall
be valid and binding as though any invalid or unenforceable provision had not
been included herein.

     

    8.           Non-Disparagement.  Both the Company
and Employee agree that neither they nor any of their respective affiliates,
predecessors, subsidiaries, partners, principals, officers, directors,
authorized representatives, agents, employees, successors, assigns, heirs or
family members shall disparage or defame any other party hereto relating in any
respect to this Agreement, their relationship or the Company’s employment of
Employee.

     

    9.           Notices.  Any notice
required or permitted under this Agreement shall be personally delivered or sent
by recognized overnight courier or by certified mail, return receipt requested,
postage prepaid, and shall be effective when received (if personally delivered
or sent by recognized overnight courier) or on the third day after mailing (if
sent by certified mail, return receipt requested, postage prepaid) as
follows:

     


    
      
         


      

      
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    As to
Employee, at the Employee’s home address on file with the Company.

     

    As to the
Company:                            Northern
Oil and Gas, Inc.

    Attn:  Board
of Directors

    315
Manitoba Avenue – Suite 200

    Wayzata,
Minnesota 55391

     

    Either
party may designate a different person to whom notices should be sent at any
time by notifying the other party in writing in accordance with this
Agreement.

     

    10.           Survival
of Certain Provisions.  Those provisions
of this Agreement which by their terms extend beyond the termination or
non-renewal of this Agreement (including all representations, warranties, and
covenants of the parties) shall remain in full force and effect and survive such
termination or non-renewal.

     

    11.           Severability.  Each provision of
this Agreement shall be considered severable such that if any one provision or
clause conflicts with existing or future applicable law, or may not be given
full effect because of such law, this shall not affect any other provision which
can be given effect without the conflicting provision or clause.

     

    12.           Entire
Agreement.  This Agreement, the exhibits and any addendum
hereto contain the entire agreement and understanding between the parties, and
supersede all prior agreements and understandings relating to the subject matter
hereof. There are no understandings, conditions, representations or warranties
of any kind between the parties except as expressly set forth
herein.

     

    13.           Assignability.  Employee
may not assign this Agreement to any third party for whatever purpose without
the express written consent of the Company.  The Company may not
assign this Agreement to any third party without the express written consent of
Employee except by operation of law, or through merger, liquidation,
recapitalization or sale of all or substantially all of the assets of the
Company, provided that the Company may assign this Agreement at any time to an
affiliate of the Company.  The provisions of this Agreement shall
inure to the benefit of and be binding upon the parties and their respective
representatives, successors, and assigns.

     

    14.           Headings.  The headings of
the paragraphs and sections of this Agreement are inserted solely for the
convenience of reference.  They shall in no way define, limit, extend,
or aid in the construction of the scope, extent, or intent of this
Agreement.

     

    15.           Waiver.  The failure of a
party to enforce the provisions of this Agreement shall not be construed as a
waiver of any provision or the right of such party thereafter to enforce each
and every provision of this Agreement.

     

    16.           Amendments.  No amendments of
this Agreement shall be binding upon the Company or Employee unless made in
writing, signed by the parties hereto, and delivered to the parties at the
addresses provided herein.

     

    17.           Governing
Law.  This Agreement
shall be governed by and construed under the internal laws of the State of
Minnesota, without regard to the principles of comity and/or the

     


    
      
         


      

      
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    applicable
conflicts of laws of any state that would result in the application of any laws
other than the State of Minnesota.

     

    18.           Jurisdiction.  This Agreement,
including the documents, instruments and agreements to be executed and/or
delivered by the parties pursuant hereto, shall be construed, governed by and
enforced in accordance with the internal laws of the State of Minnesota, without
giving effect to the principles of comity or conflicts of laws
thereof.  Employee and the Company agree and consent that any legal
action, suit or proceeding seeking to enforce any provision of this Agreement
shall be instituted and adjudicated solely and exclusively in any court of
general jurisdiction in Minnesota, or in the United States District Court having
jurisdiction in Minnesota and Employee and the Company agree that venue will be
proper in such courts and waive any objection which they may have now or
hereafter to the venue of any such suit, action or proceeding in such courts,
and each hereby irrevocably consents and agrees to the jurisdiction of said
courts in any such suit, action or proceeding.  Employee and the
Company further agree to accept and acknowledge service of any and all process
which may be served in any such suit, action or proceeding in said courts, and
also agree that service of process or notice upon them shall be deemed in every
respect effective service of process or notice upon them, in any suit, action,
proceeding, if given or made (i) according to applicable law, (ii) by
a person over the age of eighteen (18) who personally served such notice or
service of process on Employee or the Company, as the case may be, or
(iii) by certified mail, return receipt requested, mailed to employee or
the Company, as the case may be, at their respective addresses set forth in this
Agreement.

     

    19.           Counterparts
and Electronic Signatures.  This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
Agreement.

     

    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth
above.

     

    


    NORTHERN
OIL AND GAS, INC.

    


    


    By           /s/ Michael L.
Reger

        By:  Michael
L. Reger

        Its:  Chief
Executive Officer

    


    


    


    EMPLOYEE:

    


    


    /s/ Ryan R.
Gilbertson

    Ryan R.
Gilbertson

    


    


    


    


    



    
      
         


      

      
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