exhibit101_013008.htm


    Exhibit
10.1

    


    NORTHERN
OIL AND GAS, INC.

     

     

    2009
EQUITY INCENTIVE PLAN

     

    (Adopted
by the Board of Directors on January 30, 2009)

     

    
      


       

      


    

    ARTICLE
I. 

     

    PURPOSE

     

    The
purpose of this Plan is to provide a means whereby Northern Oil and Gas, Inc.
(the “Company”) may be able, by granting stock options (”Options”) and shares of
restricted stock (“Restricted Stock”), to attract, retain and motivate capable
and loyal employees, non-employee directors, consultants and advisors of the
Company and its subsidiaries, for the benefit of the Company and its
shareholders.  Options granted under the Plan may be either Incentive
Stock Options which qualify for favorable tax treatment under Section 422 of the
Internal Revenue Code (the “Code”), or Nonqualified Stock Options which do not
qualify for favorable tax treatment.  Options and Restricted Stock are
referred to collectively in this Plan as “Awards”.

     

    ARTICLE
II. 

     

    RESERVATION
OF SHARES

     

    A total
of 3,000,000 shares  (“Shares”) of the Company’s common stock, par
value $0.001 per share (the “Common Stock”) are reserved for issuance pursuant
to Awards granted under the Plan.  If any Shares included in an Award
are not purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Shares, then the number of Shares included in the Award, to the
extent of any such forfeiture or termination, shall again be available for
granting Awards under the Plan.  Shares reserved for issue as provided
herein shall cease to be reserved upon termination of the Plan.

     

    The
maximum number of Shares for which any person may be granted Awards under the
Plan in any calendar year shall be limited to 500,000 Shares.  The
maximum number of Shares for which Awards may be granted under the Plan to all
persons in any calendar year shall be limited to ten percent (10%) of the total
outstanding Shares.

     

    ARTICLE
III. 

     

    ADMINISTRATION

     

    (a) The Plan
shall be administered by the Compensation Committee of the Board of Directors of
the Company (the “Committee”).  The Committee shall be appointed by
the Board of Directors and shall be comprised solely of two or more
“non-employee directors” within the meaning of SEC Rule 16b-3 or any successor
rule or regulation.  Each member of the Committee

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) shall
also be an “outside director” within the meaning of Internal Revenue Code
Section 162(m) or any successor provision.  Vacancies in the Committee
shall be filled by the Board.

     

    (c) The
Committee shall have full power to construe and interpret the Plan and to
establish and amend rules and regulations for its administration, subject to the
express provisions of the Plan.

     

    (d) The
Committee shall determine which persons shall be granted Awards under the Plan,
the types of Awards to be granted, the number of Shares included in each Award,
any limitations on the exercise or vesting of Awards in addition to those
imposed by this Plan, and any other terms and conditions of
Awards.  The Committee may also approve amendments to outstanding
Awards, provided there is no conflict with the terms of the Plan, applicable
law, or applicable stock market rules and regulations.

     

    ARTICLE
IV. 

     

    ELIGIBILITY

     

    An Option
may be granted to any employee, non-employee director, consultant or advisor of
the Company or its subsidiaries, except that no consultant or advisor shall be
granted Awards in connection with the offer and sale of securities in a capital
raising transaction on behalf of the Company.  Restricted Stock may
only be granted to employees and any non-employee director.  A person
who has received an Award of an Option or Restricted Stock is referred to in
this Plan as a “Participant.”

     

    ARTICLE
V.

     

    CHANGES
IN PRESENT STOCK AND EFFECT OF CHANGE OF CONTROL

     

    (a)           In
the event of a recapitalization, merger, consolidation, reorganization, stock
dividend, stock split or other change in capitalization affecting the Company’s
present capital stock, appropriate adjustment may be made by the Committee in
the number and kind of shares included in any Award, and the exercise or
purchase price of any Award.

     

    (b)           All
outstanding Options shall immediately vest and become immediately exercisable in
full and all grants of Restricted Stock shall become immediately fully-vested
and free of all forfeiture and transfer restrictions upon any “change in
control” of the Company.  Any of the following shall constitute a
“change in control” for the purposes hereof:

     

    (i)           The
consummation of a reorganization, merger, share exchange, consolidation or
similar transaction, the acquisition of a majority of the outstanding Common
Stock by a person or group acting in concert 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

     


    
      
         


      

      
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    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;

     

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

     

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

     

    ARTICLE
VI.

     

    OPTIONS

     

    (a)           Option Exercise
Price.  The per share exercise price for each Option shall be
determined by the Committee at the time of grant, provided that the per share
exercise price for any Incentive Stock Option shall be not less than the fair
market value of the Common Stock on the date the Option is
granted.  The “fair market value” of the Common Stock as of any date
shall be the closing sale price for the Common Stock on the most recent day on
which the Common stock traded prior to the grant date.  If there is no
closing sale price for the Common Stock, the Committee shall use such other
information deemed appropriate by the Committee to determine the fair market
value of the Common Stock on the date of any grant.  No Incentive
Stock Option shall be granted to any employee who at the time directly or
indirectly owns more than ten percent (10%) of the combined voting power of all
classes of stock of the Company or of a subsidiary, unless the exercise price is
not less than 110 percent (110%) of the fair market value of the Common Stock on
the date of grant, and unless the Option is not exercisable more than five (5)
years after the date of grant.

     

    (b)           Exercise of
Options.  An optionee shall exercise an Option by delivery of a
signed, written notice to the Company, specifying the number of Shares to be
purchased, together with payment of the full purchase price for the
Shares.  The Company may accept payment from a broker on behalf of the
optionee and may, upon receipt of signed, written instructions from the
optionee, deliver the Shares directly to the broker.  The date of
receipt by the Company of the final item required under this paragraph shall be
the date of exercise of the Option.

     

    (c)           Option Agreement
Provisions.  Each Option granted under the Plan shall be
evidenced by a Stock Option Agreement executed by the Company and the optionee,
and shall be subject to the following terms and conditions, and such other terms
and conditions as may be prescribed by the Committee:

     

    (i)           Incentive
Stock Option Dollar
Limitation.  Each Option grant to an employee shall constitute
an Incentive Stock Option eligible for favorable tax treatment under Section 422
of the Code, provided that no more than $100,000 of such Options (based upon the
fair market value of the underlying Shares as of the date of grant) can first
become exercisable for any employee in any calendar year.  To the
extent any Option grant exceeds the $100,000 dollar limitation, it shall
constitute a Nonqualified Stock Option.  Each stock option agreement
shall specify the extent to which it is an

     


    
      
         


      

      
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    Incentive
and/or a Nonqualified Stock Option.  For purposes of applying the
$100,000 limitation, options granted under this Plan and under all other plans
of the Company and its subsidiaries which are qualified under Section 422 of the
Code shall be included.

     

    (ii)           Payment.  The
full purchase price of the Shares acquired upon exercise of any Option shall be
paid in cash, by certified or cashier’s check, or in the form of Shares of the
Company’s Common Stock with a fair market value equal to the full purchase price
and free and clear of all liens and encumbrances.

     

    The Committee in its sole discretion
may also permit the “cashless exercise” of an Option.  In the event of
a cashless exercise, the optionee shall surrender the Option to the Company, and
the Company shall issue the optionee the number of Shares determined as
follows:

     

    
      	
            	
               
      

            	
              X =
      Y (A-B) /A where:

            


    

     

    
      	
            	
               
      

            	
              X =
      the number of Shares to be issued to the
  optionee.

            


    

     

    Y = the
number of Shares with respect to which the Option is being
exercised.

     

    A = the
closing sale price of the Common Stock on the date of exercise, or in the
absence thereof, the fair market value on the date of exercise.

     

    
      	
               
      

            	
              B =
      the Option exercise price.

            


    

     

    (iii)           Exercise
Period.  The period within which an Option must be exercised
shall be determined by the Committee at the time of grant.  The
exercise period for an Incentive Stock Option or a Nonqualified Stock Option
shall be subject to a maximum of ten (10) years, or five (5) years for an
Incentive Stock Option granted to an employee who directly or indirectly owns
more than ten percent (10%) of the combined voting power of all classes of stock
of the Company or a subsidiary.  Unless modified by the Committee,
each Option shall become exercisable to the extent of twenty-five percent (25%)
of the shares on each of the first four (4) anniversaries of the date of
grant.  To the extent exercisable, an Option may be exercised in whole
or in part.  The Committee may impose different or additional
conditions with respect to length of service or attainment of specified
performance goals which must be satisfied prior to exercise of all or any part
of an option.

     

    (iv)           Rights of Optionee Before
Exercise.  The holder of an Option shall not have the rights of
a shareholder with respect to the Shares covered by his or her Option until such
Shares have been issued to him or her upon exercise of the Option.

     

    (v)           Termination of
Employment.  If an optionee is an employee, and his or her
employment is terminated other than by death, disability, or for conduct which
is contrary to the employer’s best interests, the optionee may, within ninety
(90) days of

     


    
      
         


      

      
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    such
termination (or longer, if approved by the Committee), exercise any unexercised
portion of his or her Option to the extent he or she was entitled to do so at
the time of such termination.

     

    If
termination of employment is effected by death or disability of the optionee,
the Option, or any portion thereof, may be exercised to the extent the optionee
was entitled to do so at the time of his or her death or disability, by the
optionee or his or her personal representative, at any time within one year
subsequent to the date of his or her termination of employment.

     

    If an
optionee’s employment is terminated by his or her employer for conduct which is
contrary to the best interests of the employer, as determined by the employer in
its sole discretion, the unexercised portion of the optionee’s Option shall
expire automatically on the date of termination of his or her
employment.

     

    The
Committee may, in its discretion, amend or eliminate any one or more of the
provisions of this paragraph (v) in connection with the grant of any individual
Option(s).

     

    Notwithstanding
the foregoing, no Option shall be exercisable subsequent to the date of
expiration of the Option term and no Option shall be exercisable subsequent to
the termination of the optionee’s employment except as specifically provided in
this paragraph (v).

     

    (vi)           Termination of Service by
Directors, Consultants and Advisors.  If an optionee is a
director, consultant, or advisor, and his or her position with the Company
terminates for any reason, the optionee may, within ninety (90) days of such
termination, or within one (1) year of such termination if the optionee is a
director (or longer in either case, if approved by the Committee), exercise any
unexercised portion of his or her Option to the extent he or she was entitled to
do so at the time of such termination.  If termination is effected by
death of the optionee, the Option may be exercised for the applicable period to
the extent the optionee was entitled to do so at the time of his or her death by
the optionee’s personal representative.  No Option shall be
exercisable subsequent to the date of expiration of the Option term and no
Option shall be exercisable subsequent to the termination of the optionee’s
position with the Company, except as specifically provided in this paragraph
(vi).

     

    (vii)           Non-transferability of
Option.  No Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and each
Option shall be exercisable during the optionee’s lifetime only by the
optionee.  No Option may be attached or subject to levy by an
optionee’s creditors.

     

    (viii)                      Date of
Grant.  The date on which the exercise price becomes fixed for
an Option shall be considered the date on which the Option is
granted.

     


    
      
         


      

      
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    ARTICLE
VII.

     

    RESTRICTED
STOCK

     

    (a)           Grant of Restricted
Stock.  Each grant of Restricted Stock made under the Plan
shall be for such number of Shares as shall be determined by the Committee and
set forth in the agreement containing the terms of such grant.  The
agreement for each grant shall set forth any objective performance goals which
must be satisfied in order for the Restricted Stock to vest and the forfeiture
and transfer restrictions to lapse.  The Committee may base
performance goals on factors which the Committee determines appropriate from
time to time, including but not limited to the Company’s stock price, market
share, revenues, net income, and return on equity.  The agreement may
also set forth a period of time during which the employee must remain in the
continuous employment of the Company in order for the forfeiture and transfer
restrictions to lapse.  If the Committee so determines, the
restrictions may lapse during such restricted period in installments with
respect to specified portions of the shares covered by the Restricted Stock
grant.

     

    (b)           Agreements.  Awards
of Restricted Stock shall be evidenced by agreements in such form as the
Committee shall from time to time approve, which agreements shall be subject to
the terms and conditions contained in the Plan and any additional terms and
conditions established by the Committee that are consistent with the
Plan.

     

    (c)           Delivery of Common Stock and
Restrictions.  At the time of a Restricted Stock grant, a
certificate representing the number of Shares awarded thereunder shall be
registered in the name of the Participant.  Such certificate shall be
held by an escrow agent appointed by the Company for the account of the
Participant until vested subject to the terms and conditions of the Plan, and
shall bear such a legend setting forth the restrictions imposed thereon as the
Committee, in its discretion, may determine.  The Participant shall
have all rights of a shareholder with respect to the Shares, including the right
to receive dividends and the right to vote such shares, subject to the following
restrictions:

     

    (i)           the
Participant shall not be entitled to delivery of a stock certificate until the
expiration of the restricted period and the fulfillment of any other restrictive
conditions set forth in the agreement with respect to such Shares;

     

    (ii)           none
of the Shares may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of during such restricted period or until after
the fulfillment of any such other restrictive conditions; and

     

    (iii)           except
as otherwise determined by the Committee, all of the Shares to the extent not
vested shall be forfeited and all rights of the Participant to such Shares shall
terminate, without further obligation on the part of the Company, unless the
Participant remains in the continuous employment of the Company for the entire
restricted period in relation to which such Common Stock was granted and unless
any other restrictive conditions relating to the Restricted Stock Award are
met.

     


    
      
         


      

      
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    Any
Common Stock, any other securities of the Company and any other property (except
for cash dividends) distributed with respect to the Shares subject to Restricted
Stock Awards shall be subject to the same restrictions, terms and conditions as
such Restricted Stock.

     

    (d)           Termination of
Restrictions.  At the end of the applicable restricted period
and provided that any other restrictive conditions of the grant of Restricted
Stock are met, or at such earlier time as otherwise determined by the Committee,
the Shares shall be considered vested and all restrictions set forth in the
agreement relating to the grant of Restricted Stock or in the Plan shall lapse
as to the Restricted Stock subject thereto, and a stock certificate for the
appropriate number of Shares, free of the restrictions and the Restricted Stock
legend, shall be delivered to the Participant or his or her beneficiary or
estate, as the case may be.

     

    ARTICLE
VIII.

     

     

    GENERAL

     

    (a)           No Cash Consideration for
Awards.  Awards shall be granted for no cash consideration or
for such minimal cash consideration as may be required by applicable
law.

     

    (b)           Awards May Be Granted
Separately or Together.  Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with or in
substitution for any other Award.  Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

     

    (c)           Term of
Awards.  The term of each Award shall be for such period as may
be determined by the Committee.

     

    (d)           Restrictions; Stock Market
Listing.  All certificates for Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan, or the rules, regulations and other requirements
of the Securities and Exchange Commission and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed on
any such certificates to make appropriate reference to such
restrictions.  If the Shares are traded on a securities market, the
Company shall not be required to deliver any Shares covered by an Award unless
and until such Shares have been admitted for trading on such securities
market.

     

    (e)           No Right to Continued
Employment.  Nothing in the Plan or in any Award document shall
be construed to confer upon any employee any right to continue in the employ of
the Company or a subsidiary, or to interfere in any way with the right of the
Company or a subsidiary as employer to terminate his or her employment at any
time, nor to derogate from the terms of any written employment agreement between
such corporation and the optionee.

     

    (f)           Section 16
Compliance.  The Plan is
intended to comply in all respects with SEC Rule 16b-3, as amended, and in all
events the Plan shall be construed in accordance with the requirements of Rule
16b-3.  If any Plan provision does not comply with Rule 16b-3, the
provision shall be deemed inoperative.  The Board of Directors, in its
absolute discretion, may

     


    
      
         


      

      
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    bifurcate
the Plan so as to restrict, limit or condition the use of any provision of the
Plan with respect to persons who are officers or directors subject to Section 16
of the Securities and Exchange Act of 1934, as amended, without so restricting,
limiting or conditioning the Plan with respect to other
Participants.

     

     

    ARTICLE
IX.

     

     

    WITHHOLDING
OF TAXES; TAX BONUSES

     

    The
Company shall make such provisions and take such steps as it may deem necessary
or appropriate for the withholding of any taxes that the Company is required by
any law or regulation to withhold in connection with any Award including, but
not limited to, withholding a portion of the Shares issuable pursuant to the
Award, or requiring the Participant to pay to the Company, in cash, an amount
sufficient to cover the Company’s withholding obligations.

     

    The
Committee, in its discretion, shall have the authority, at the time of grant of
any Award under this Plan or at any time thereafter, to approve cash bonuses to
designated Participants to be paid upon their exercise or receipt of (or the
lapse of restrictions relating to) Awards in order to provide funds to pay all
or a portion of federal and state taxes due as a result of such exercise or
receipt (or the lapse of such restrictions).  The Committee shall have
full authority in its discretion to determine the amount of any such tax bonus
and the Company shall have the authority to withhold and pay such tax bonuses
over to the appropriate taxing authorities on the Participants’
behalf.

     

    ARTICLE
X.

     

    EFFECTIVE
DATE OF PLAN

     

    The
effective date of the Plan shall be the date of its original adoption by the
Board of Directors of the Company as indicated on the first page
hereof.

     

    ARTICLE
XI.

     

     

    DURATION
OF THE PLAN

     

    The Plan
shall terminate January 30, 2019, which is ten years after the date of its
approval by the Board of Directors, unless sooner terminated by issuance of all
Shares reserved for issuance hereunder.  No Award shall be granted
under the Plan after such termination date.

     

    ARTICLE
XII.

     

    TERMINATION
OR AMENDMENT OF THE PLAN

     

    The Board
of Directors of the Company may at any time terminate the Plan, or make such
modifications of the Plan as it shall deem advisable, subject to shareholder
approval to the extent required by applicable law or stock market rule or
regulation.  No termination or amendment of the Plan may, without the
consent of the Participants to whom any Awards shall previously have been
granted, adversely affect the rights of such Participants under such
Awards.

     


    
      
         


      

      
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    ARTICLE
XIII.

     

     

    SHAREHOLDER
APPROVAL

     

    The Board
of Directors shall submit the Plan to the shareholders for their approval within
12 months of the date of its adoption by the Board.  Awards granted
prior to such approval are contingent on receipt of such approval, and shall
automatically lapse and become null and void ab initio if such
approval is not granted.  If any grants of Restricted Stock lapse due
to failure to obtain shareholder approval, the Company shall pay to the affected
Participants, in cash, an amount equal to the total fair market value of the
Shares of Restricted Stock granted to the Participant as of the grant date or
the date the shareholders fail to approve the Plan, whichever is
greater.  The Board shall also submit any amendments to the
shareholders for approval if required by applicable law or stock market rule or
regulation.

     

    ARTICLE
XIV.

     

    INTERPRETATION

     

    The Plan
shall be interpreted in accordance with Minnesota law.

     

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* * * * * * * * * * * * * * * *

     


    
      
         


      

      
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