Unassociated Document


    Exhibit
10.11

    


    ANNEX A

    


    EMPLOYMENT
AGREEMENT

    


    This
AGREEMENT (this “Agreement”) is made
and entered into as of the 29th day of January 2010, by and between Triangle
Petroleum Corporation, a Nevada corporation (the “Company”), and Dr.
Peter Hill (“Employee”).

     

    W I T N E S S E T H :

    


    WHEREAS,
Employee has been employed by the Company as its Chief Executive Officer since
November 30th, 2009 (the “Effective Date”);
and

     

    WHEREAS,
the Company desires to enter into this Agreement embodying the terms of such
employment, and Employee desires to enter into this Agreement and to accept such
employment, subject to the terms and provisions of this Agreement.

     

    NOW,
THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are mutually acknowledged, the Company and Employee hereby
agree as follows:

     

    Section
1.                      Definitions.

     

    (a)           “Accrued Obligations”
shall mean (i) all accrued but unpaid Base Salary through the date of
termination of Employee’s employment, (ii) any unpaid or unreimbursed expenses
incurred in accordance with 0 below, (iii) any benefits provided under the
Company’s employee benefit plans upon a termination of employment, in accordance
with the terms contained therein, (iv) reasonable relocation costs, to the
extent unpaid or unreimbursed, and (v) any allowance payable to Employee by the
Company, in accordance with written Company policy.

     

    (b)           “Agreement” shall have
the meaning set forth in the preamble hereto.

     

    (c)           
“Base Salary”
shall mean the salary provided for in 0 below or any increased salary granted to
Employee pursuant to 0.

     

    (d)           “Board” shall mean the
Board of Directors of the Company.

     

    (e)           “Cause” shall mean
(i) Employee’s act(s) of gross negligence or willful misconduct in the
course of Employee’s employment hereunder that is or could reasonably be
expected to be materially injurious to the Company or any other member of the
Company Group, (ii) willful failure or refusal by Employee to perform in
any material respect his duties or responsibilities, (iii) misappropriation
by Employee of any assets of the Company or any other member of the Company
Group, (iv) embezzlement or fraud committed by Employee, or at his
direction, (v) Employee’s conviction of, or pleading “guilty” or “ no
contest” to a felony under United States state or federal law. 

     

    (f)           “Change of Control”
shall mean the first to occur of any of the following:

     

    (i)           “change
of control event” within the meaning of Treas. Reg. 1.409A-3(i)(5);
or

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

     

    (ii)           
Any Person becomes the beneficial owner, directly or indirectly, of
securities of the Corporation representing fifty percent (50%) or more of
the combined voting power of the Corporation’s then outstanding securities;
or

     

    (iii)           During
any period of one (1) year, individuals who at the beginning of such period
constitute the Board (and any new Director whose election by the Corporation’s
stockholders was approved by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at the beginning of the
period or whose election or nomination for election was so approved) cease for
any reason to constitute a majority thereof; or

     

    (iv)           (A)
The sale or disposition of all or substantially all the Corporation’s assets, or
(B) a merger, consolidation, or reorganization of the Corporation with or
involving any other entity, other than a merger, consolidation, or
reorganization that would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the combined voting power
of the securities of the Corporation (or such surviving entity) outstanding
immediately after such merger, consolidation, or reorganization.

     

    (g)            “Change of Control Severance
Term” shall mean the thirty (30) month period following Employee’s
termination pursuant to Section 8(g) below.

     

    (h)           “Code” shall mean the
Internal Revenue Code of 1986, as amended.

     

    (i)           “Common Shares” shall
mean all compensation awarded pursuant to Section 4(b) and Section 4(c)
below.

     

    (j)           “Company” shall have
the meaning set forth in the preamble hereto.

     

    (k)           “Company Group” shall
mean the Company together with any direct or indirect subsidiaries of the
Company.

     

    (l)           “Compensation
Committee” shall mean the Board or the committee of the Board designated
to make compensation decisions relating to senior executive officers of the
Company Group.

     

    (m)           “Competitive
Activities” shall mean any business activities in the same state or
geologic basin in which the Company or any other member of the Company Group
engages during the Term of Employment.

     

    (n)           
“Covered
Compensation” shall mean compensation paid or payable to Employee
pursuant to this Agreement as Base Salary, RSTI Award, STI Award, and any
allowances paid.

     

    (o)           “Disability” shall
mean any physical or mental disability or infirmity of the Employee that has
prevented the performance of Employee’s duties for a period of (i) ninety
(90) consecutive days or (ii) one hundred twenty (120) non-consecutive days
during any twelve (12) month period.  Any question as to the
existence, extent, or potentiality of Employee’s Disability upon which Employee
and the Company cannot agree shall be determined by a qualified, independent
physician selected by the Company and approved by Employee (which approval shall
not be unreasonably withheld).  The determination of any such
physician shall be final and conclusive for all purposes of this
Agreement.

     

    (p)           “Dispute” shall have
the meaning set forth in section 15 below.

     

    
      
         

      

      
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    (q)           “Effective Date” shall
have the meaning set forth in the recitals above.

     

    (r)           “Employee” shall have
the meaning set forth in the preamble hereto.

     

    (s)           “Good Reason” shall
mean, without Employee’s consent, (i) a diminution in Employee’s title,
duties, or responsibilities, (ii) a reduction in the Covered Compensation,
(iii) the failure of the Company to pay any compensation hereunder when due or
to perform any other obligation of the Company hereunder, (iv) the
relocation of Employee’s principal place of employment to a country other than
the United States, or (v) failure of the Company to obtain a written agreement
from any successor or assign of the Company to assume the obligations of the
Company under this Agreement upon a Change of Control.

     

    (t)           
“Person” shall
mean any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust (charitable or non-charitable),
unincorporated organization, or other form of business entity.

     

    (u)           “Principal Place of
Employment” shall mean the Employee’s primary state of permanent
residence, currently the State of Massachusetts, or any future state in which
Employee establishes residency in accordance with state law.

     

    (v)           “Release Expiration
Date” shall mean
the date that is twenty-one (21) days following the date upon which the Company
timely delivers Employee the release contemplated in Section 8(h) below, or in
the event that such termination of employment is “in connection with an exit
incentive or other employment termination program” (as such phrase is defined in
the Age Discrimination in Employment Act of 1967), the date that is forty-five
(45) days following such delivery date.

     

    (w)           “Restricted Period”
shall mean the period commencing on the Effective Date and extending to the nine
(9) month anniversary of Employee’s termination of employment for any
reason.

     

    (x)           “Restructuring STI
Award” shall have the meaning set forth in Section 4(c)(i)
below.

     

    (y)           “Severance Term” shall
mean the Eighteen (18) month period following Employee’s termination by the
Company without Cause (other than by reason of death or Disability) or by
Employee for Good Reason.

     

    (z)           
“STI Award”
shall have the meaning set forth in Section 4(c) below.

     

    (aa)           “Taxable Cost” shall
have the meaning set forth in 0 below.

     

    (bb)           “Term of Employment”
shall mean the period specified in 0 below.

     

    Section
2.                      Acceptance and Term of
Employment.

     

    The
Company agrees to employ Employee, and Employee agrees to serve the Company, on
the terms and conditions set forth herein.  The “Term of Employment”
shall mean the period commencing on the Effective Date and, unless terminated
sooner as provided in 0 hereof, continuing for a period of two (2) years from
the Effective Date; provided, however, that the Term of Employment shall be
extended automatically at the end of the initial two (2) year term for a one (1)
year term and thereafter for successive one (1) year terms if neither the
Company nor Employee has advised the other in writing in accordance with Section
19 at least ninety (90) days prior to the end of the then current term that such
term will not be extended for an additional one (1) year term.

     

    
      
         

      

      
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    Section
3.                      Position, Duties, and
Responsibilities; Place of Performance.

     

    (a)           During
the Term of Employment, Employee shall be employed and serve as the Chief
Executive Officer of the Company and shall have such duties and responsibilities
as are commensurate with such title.  The Employee shall report to the
Board and shall carry out and perform all orders, directions and policies given
to him by the Board consistent with his position and title.

     

    (b)           Employee
shall devote his best efforts to the performance of his duties under this
Agreement and shall not engage in any other business or occupation during the
Term of Employment that (x) interferes with Employee’s exercise of judgment in
the Company’s best interests.  Notwithstanding the foregoing, nothing
herein shall preclude Employee from (i) serving as a member of the boards
of directors or advisory boards (or their equivalents in the case of a
non-corporate entity) of non-competing businesses, (ii) engaging in
charitable activities and community affairs, and (iii) receiving
compensation for other
business
activities, including asset management and investment activities, which
do not constitute prohibited activities as set out in clause (x), (iv) from
managing his personal investments and affairs; provided, however, that the activities
set out in clauses (i), (ii), (iii), and (iv) shall be limited by Employee so as
not to materially interfere, individually or in the aggregate, with the
performance of his duties and responsibilities hereunder.

     

    Section
4.                      Compensation.  During
the Term of Employment, Employee shall be entitled to the following
compensation:

     

    (a)           Base
Salary.  Employee shall be paid an annualized Base Salary,
payable in accordance with the regular payroll practices of the Company, of not
less than US$250,000, with increases, if any, as may be approved in writing by
the Compensation Committee.

     

    (b)           Initial Joining Stock
Award. Employee shall be granted an initial stock award of 2,000,000
shares upon joining.

     

    (i)           “Initial
Joining Stock Award” shall be granted to employee in one or more grants at a
future point in time mutually agreeable to both board and employee, although
award shall be granted on or before March 31st 2010. Future grants will be in
the form of restricted stock with a one year vesting period from date of issue,
but shall be net of option award dated 11/30/2009.

     

    (c)           Short-Term Incentive
Awards.  In his capacity as CEO of the Company, Employee shall
be eligible for an annual short-term incentive award determined by the
Compensation Committee in respect of each fiscal year (or partial fiscal year)
during the Term of Employment (the “STI Award”) in
accordance with this Section 4(c). The intended target “STI Award” shall be
up to 200%
of base salary, and shall be tied directly to performance.

     

    (i)           Employee
shall also be eligible to receive a one-time “Restructuring STI
Award” (the “RSTI Award”) of 200%
of base salary separate and independent of the STI Award. The RSTI Award shall
be made in the form of a grant of unrestricted stock on a shares for past
service basis, and shall be awarded upon satisfactory achievement of some or all
of the following short term goals, as determined in good faith by the
Compensation Committee, which are designed to recapitalize the company and
establish a new strategic direction in the best interests of
shareholders.

     

    
      	
               
      

            	
              (A)

            	
              Find
      a strategic or financial partner for Windsor Block well, with board
      approved carry for TPLM.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Material
      acquisition of U.S. acreage in the Bakken or other play deemed a strategic
      priority by the board.

            


    

     

    
      
         

      

      
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              (C)

            	
              Completion
      of board approved restructuring/capital raise; sufficient for 2010
      development of core assets.

            


    

     

    
      	
               
      

            	
              (D)

            	
              A
      50% increase in the 10-day average trailing share price, relative to the
      10-day average trailing share price as calculated on the date of execution
      of this Agreement.

            


    

     

    
      	
               
      

            	
              (E)

            	
              Determination
      by board/compensation committee that overall performance of the Executive,
      including cost cutting, warrants full award of target RSTI
      Award.

            


    

     

    Section
5.                      Employee
Benefits.

     

    (a)           General.  During
the Term of Employment, Employee shall be entitled to participate in health
insurance, and other benefits provided to other senior executives of the
Company.

     

    (b)           Vacation and Time
Off.  During each calendar year of the Term of Employment,
Employee shall be eligible for twenty-five (25) days paid vacation, as well as
sick pay and other paid and unpaid time off in accordance with the policies and
practices of the Company.

     

    Section
6.                      Key-Man
Insurance.

     

    At any
time during the Term of Employment, the Company shall have the right to insure
the life of Employee for the sole benefit of the Company, in such amounts, and
with such terms, as it may determine.  All premiums payable thereon
shall be the obligation of the Company.  Employee shall have no
interest in any such policy, but agrees to cooperate with the Company in
procuring such insurance by submitting to physical examinations, supplying all
information required by the insurance company, and executing all necessary
documents, provided that no financial obligation is imposed on Employee by any
such documents.

     

    Section
7.                      Reimbursement of Business
Expenses.

     

    Employee
is authorized to incur reasonable business expenses in carrying out his duties
and responsibilities under this Agreement, and the Company shall promptly
reimburse him for all such reasonable business expenses, subject to
documentation in accordance with written Company policy, as in effect from time
to time.

     

    Section
8.                      Termination of
Employment.

     

    (a)           General.  The
Term of Employment shall terminate earlier than as provided in 0 hereof upon the
earliest to occur of (i) Employee’s death, (ii) a termination by
reason of a Disability, (iii) a termination by the Company with or without
Cause, and (iv) a termination by Employee with or without Good
Reason.  Notwithstanding anything herein to the contrary, the payment
(or commencement of a series of payments) hereunder shall occur within 15 days
of termination date. Termination Due to Death or
Disability.  Employee’s employment shall terminate
automatically upon his death.  The Company may terminate Employee’s
employment immediately upon the occurrence of a Disability, such termination to
be effective upon Employee’s receipt of written notice of such
termination.  In the event Employee’s employment is terminated due to
his death or Disability, Employee or his estate or his beneficiaries, as the
case may be, shall be entitled to:

     

    (i)           The
Accrued Obligations; and

     

    (ii)           Any
unpaid STI Award in
respect of any completed fiscal year that has ended prior to the date of
such termination, which amount shall be paid within sixty (60) days from the
date of such; and

     

    
      
         

      

      
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    (iii)           
Any STI Award that would have been payable with respect to the year of
termination in the absence of the Employee’s death or Disability, pro-rated for
the period the Employee worked prior to his death or Disability;
and

     

    (iv)           Immediate
vesting of any and all Common Shares previously awarded to the Employee
irrespective of type of award; and

     

    (v)           The
rights to the same compensation and benefits as provided in Section 8(c) below,
in lieu of clauses (i) through (iv), if the termination of Employee’s employment
is by reason of death or Disability while the Employee is traveling on official
Company business.

     

    Following
such termination of Employee’s employment by reason of death or Disability,
except as set forth in this 0, Employee shall have no further rights to any
compensation or any other benefits under this Agreement.

     

    (b)           Termination by the Company
for Cause.

     

    (i)           The
Company may terminate Employee’s employment at any time for Cause, effective
upon Employee’s receipt of written notice of such termination; provided, however, that with respect to
any Cause of termination relying on clause (i) or (ii) of the definition of
Cause set forth in 0 hereof, to the extent such act or acts are curable,
Employee shall be given not less than twenty (20) days’ written notice by the
Board of the Company’s intention to terminate him for Cause, such notice to
state in detail the particular act or acts or failure or failures to act that
constitute the grounds on which the proposed termination for Cause is based, and
such termination shall be effective at the expiration of such twenty (20) day
notice period unless Employee has substantially cured such act or acts or
failure or failures to act that give rise to Cause during such
period.

     

    (ii)           In
the event the Company terminates Employee’s employment for Cause, he shall be
entitled only to the Accrued Obligations, and any previously awarded Common
Shares which are not vested as of the date of termination shall be
cancelled.  Following such termination of Employee’s employment for
Cause, except as set forth in this 0, Employee shall have no further rights to
any compensation or any other benefits under this Agreement.

     

    (c)           Termination by the Company
without Cause.  The Company may terminate Employee’s employment
at any time without Cause, effective upon Employee’s receipt of written notice
of such termination.  In the event Employee’s employment is terminated
by the Company without Cause (other than due to death or Disability), Employee
shall be entitled to:

     

    (i)           The
Accrued Obligations; and

     

    (ii)           Any
unpaid STI Award in respect of any completed fiscal year that has ended prior to
the date of such termination; and

     

    (iii)           The
target STI Award for the year in which termination occurs, pro-rated for the
period the Employee worked prior to such termination, which amount shall be paid
at such time STI Awards are paid to other senior executives of the Company, but
in no event later than one day prior to the date that is 2 1/2 months following
the last day of the fiscal year in which such termination occurs;
and

     

    (iv)           Immediate
vesting of any and all Common Shares previously awarded to the Employee
irrespective of type of award; and

     

    
      
         

      

      
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    (v)           Continuation
of payment of Base Salary during the Severance Term, payable in accordance with
the Company’s regular payroll practices; and

     

    (vi)           Continuation,
during the Severance Term, of the health benefits provided to Employee and his
covered dependants under the Company’s health plans, it being understood and
agreed that the Company’s obligation to provide such continuation of benefits
shall terminate prior to the expiration of the Severance Term in the event that
Employee becomes eligible to receive any health benefits while employed by or
providing service to, in any capacity, any other business or entity during the
Severance Term; provided, however, that as a condition
of the Company’s providing the continuation of health benefits described herein,
the Company may require Employee to elect continuation coverage under
COBRA.  Notwithstanding the forgoing, if such health benefits are
provided to employees of the Company generally through a self-insured
arrangement, and Employee qualifies as a “highly compensated individual” (within
the meaning of Section 105(h) of the Code), (i) such continuation of
benefits shall be provided on a fully taxable basis, based on 100% of the
monthly premium cost of participation in the self-insured plan less any portion
required to be paid by Employee pursuant to clause (A) above (the “Taxable Cost”), and,
as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost
for each month during the applicable benefit continuation period, and
(ii) on the last payroll date of each calendar month during which any
health benefits are provided pursuant to this 0, Employee shall receive an
additional payment, such that, after payment by the Employee of all federal,
state, local and employment taxes imposed on Employee as a result of the
inclusion of the portion of the Taxable Cost in income during such calendar
month, Employee retains (or has had paid to the Internal Revenue Service on his
behalf) an amount equal to such taxes as Employee is required to pay as a result
of the inclusion of the Taxable Cost in income during such calendar
month.

     

    Following
such termination of Employee’s employment by the Company without Cause, except
as set forth in this 0, Employee shall have no further rights to any
compensation or any other benefits under this Agreement.

     

    (d)           Termination by Employee with
Good Reason.  Employee may terminate his employment with Good
Reason by providing the Company twenty (20) days’ written notice setting forth
in reasonable specificity the event that constitutes Good
Reason.  During such twenty (20) day notice period, the Company shall
have a cure right (if curable), and if not cured within such period, Employee’s
termination will be effective upon the expiration of such cure period, and
Employee shall be entitled to the same payments and benefits as provided in 0
above for a termination by the Company without Cause, subject to the same
conditions on payment and benefits as described in 0 above.  Following
such termination of Employee’s employment by Employee with Good Reason, except
as set forth in this 0, Employee shall have no further rights to any
compensation or any other benefits under this Agreement.

     

    (e)           Termination by Employee
without Good Reason.  Employee may terminate his employment
without Good Reason by providing the Company thirty (30) days’ written notice of
such termination.  In the event of a termination of employment by
Employee under this 0, except as provided in Section 8(g), Employee shall be
entitled only to the Accrued Obligations, and any previously awarded Common
Shares which are not vested as of the date of termination shall be
cancelled.  In the event of termination of Employee’s employment under
this 0, the Company may, in its sole and absolute discretion, by written notice
accelerate such date of termination without changing the characterization of
such termination as a termination by Employee without Good
Reason.  Following such termination of Employee’s employment by
Employee without Good Reason, except as set forth in this 0 or Section 8(g),
Employee shall have no further rights to any compensation or any other benefits
under this Agreement.

     

     

    
      
         

      

      
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    (f)           Non-Extension of the Term of
Employment.  Employee’s employment hereunder shall terminate
upon the close of business of the last day of the then current term if either
the Company or Employee gives timely notice of its intention not to extend the
then current term of employment, as provided in Section 2.  Upon such
termination of the Term of Employment, Employee shall be entitled
to:

     

    (i)           The
Accrued Obligations; and

     

    (ii)           Any
unpaid STI Award in respect of any completed fiscal year that has ended prior to
the date of such termination; and

     

    In the
event that Employee’s employment hereunder is terminated by reason of the
Company giving notice of its intention not to extend any Term of Employment
under Section 2, in addition to the above, Employee shall be entitled to the
following benefits:

     

    (iii)           Any
STI Award that would have been payable with respect to the year of termination
in the absence of the Employee’s termination, pro-rated for the period the
Employee worked prior to such termination, which amount shall be paid at such
time STI Awards are paid to other senior executives of the Company, but in no
event later than one day prior to the date that is 21⁄2 months following the last
day of the fiscal year in which such termination occurred; and

     

    (iv)           Immediate
vesting of any and all Common Shares previously awarded to the Employee;
and

     

    (v)           Continuation
of payment of Base Salary for a period of eighteen (18) months, payable in
accordance with the Company’s regular payroll practices; and

     

    (vi)           Continuation,
for a period of eighteen (18) months, of the health benefits provided to
Employee and his covered dependants under the Company’s health plans, subject to
the terms and conditions set forth in Section 8(c)(vi) above.

     

    Following
such termination of Employee’s employment pursuant to Section 2, except as set
forth in this 0, Employee shall have no further rights to any compensation or
any other benefits under this Agreement.  In the event that Employee’s
employment hereunder is terminated by reason of the Employee giving notice of
his intention not to extend any Term of Employment under Section 2, then any
previously awarded Common Shares which are not vested as of the date of
termination shall be cancelled.

     

    (g)           Termination Following Change
of Control.  If, upon a Change of Control of the Company or
during the one (1) year period following such Change of Control, Employee is
terminated by the Company without Cause or Employee terminates his employment
with or without Good Reason, in lieu of the benefits payable pursuant to
Sections 8(d) or 8(e) or 8(f) hereof, as applicable, Employee shall be entitled
to:

     

    (i)           The
Accrued Obligations; and

     

    (ii)           Any
unpaid STI Award in respect of any completed fiscal year that has ended prior to
the date of such termination; and

     

    (iii)           The
target STI Award for the year in which termination occurs, pro-rated for the
period the Employee worked prior to such termination, which amount shall be paid
at such time STI Awards are paid to other senior executives of the Company, but
in no event later than one day prior to the date that is 2 1/2 months following
the last day of the fiscal year in which such termination occurs;
and

     

    
      
         

      

      
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    (iv)           A
lump-sum cash payment equal to two and one-half (2.5) times Base Salary , which
amount shall be paid in a lump sum within ten (10) business days following the
closing of such Change of Control; and

     

    (v)           Immediate
vesting of any and all Common Shares previously awarded to the Employee
irrespective of type of award; and

     

    (vi)           Continuation,
during the Change of Control Severance Term, of the health benefits provided to
Employee and his covered dependants under the Company’s health plans, subject to
the terms and conditions set forth in Section 8(c)(vi) above.

     

    Following
such termination of Employee’s employment following a Change of Control, except
as set forth in this 0, Employee shall have no further rights to any
compensation or any other benefits under this Agreement.

     

    (h)           Release.  Notwithstanding
any provision herein to the contrary, the Company may require that, prior to
payment of any amount or provision of any benefit pursuant to subsection 0, 0,
or (f) or pursuant to clauses (iii) through (v) of subsection (g) of this 0
(other than the Accrued Obligations), Employee shall have executed, on or prior
to the Release Expiration Date, a customary general release in favor of the
Company Group in such form as is reasonably required by the Company, and any
waiting periods contained in such release shall have expired.  To the
extent that the Company requires execution of such release, the Company shall
deliver such release to Employee within ten (10) business days following the
termination of Employee’s employment hereunder, and the Company’s failure to
deliver such release prior to the expiration of such ten (10) business day
period shall constitute a waiver of any requirement to execute such
release.  

     

    Section
9.                      Representations and Warranties of
Employee.

     

    Employee
represents and warrants to the Company that—

     

    (a)           Employee
is entering into this Agreement voluntarily and that his employment hereunder
and compliance with the terms and conditions hereof will not conflict with or
result in the breach by him of any agreement to which he is a party or by which
he may be bound;

     

    (b)           Employee
has not violated, and in connection with his employment with the Company will
not violate, any non-solicitation, non-competition, or other similar covenant or
agreement of a prior employer by which he is or may be bound; and

     

    (c)           in
connection with his employment with the Company, Employee will not use any
confidential or proprietary information he may have obtained in connection with
employment with any prior employer.

     

    Section
10.                                Taxes.

     

    (a)           Withholding.  The
Company may withhold from any payments made under this Agreement all applicable
taxes, including but not limited to income, employment, and social security
taxes, as shall be required by applicable law.  Employee acknowledges
and represents that the Company has not provided any tax advice to him in
connection with this Agreement and that he has been advised by the Company to
seek tax advice from his own tax advisors regarding this Agreement and payments
that may be made to him pursuant to this Agreement, including specifically, the
application of the provisions of Section 409A of the Code to such
payments.

     

     

    
      
         

      

      
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    Section
11.                                Set Off;
Mitigation.

     

    The
Company’s obligation to pay Employee the amounts provided and to make the
arrangements provided hereunder shall be subject to set-off, counterclaim, or
recoupment of amounts owed by Employee to the Company or its affiliates; provided, however, that to the extent
any amount so subject to set-off, counterclaim, or recoupment is payable in
installments hereunder, such set-off, counterclaim, or recoupment shall not
modify the applicable payment date of any installment, and to the extent an
obligation cannot be satisfied by reduction of a single installment payment, any
portion not satisfied shall remain an outstanding obligation of Employee and
shall be applied to the next installment only at such time the installment is
otherwise payable pursuant to the specified payment
schedule.  Employee shall not be required to mitigate the amount of
any payment provided for pursuant to this Agreement by seeking other employment
or otherwise, and except as provided in 0 hereof, the amount of any payment
provided for pursuant to this Agreement shall not be reduced by any compensation
earned as a result of Employee’s other employment or otherwise.

     

    Section
12.                                Successors and Assigns; No
Third-Party Beneficiaries.

     

    (a)           The
Company.  This Agreement shall inure to the benefit of the
Company and its respective successors and assigns.  Neither this
Agreement nor any of the rights, obligations, or interests arising hereunder may
be assigned by the Company to a Person (other than another member of the Company
Group, or its or their respective successors) without Employee’s prior written
consent; provided,
however, that in the
event of the merger or consolidation, or transfer or sale of all or
substantially all of the assets, of the Company with or to any other individual
or entity, this Agreement shall, subject to the provisions hereof, be binding
upon and inure to the benefit of such successor, and such successor shall
discharge and perform all the promises, covenants, duties, and obligations of
the Company hereunder, it being agreed that in such circumstances, the consent
of Employee shall not be required in connection therewith.

     

    (b)           Employee.  Employee’s
rights and obligations under this Agreement shall not be transferable by
Employee by assignment or otherwise, without the prior written consent of the
Company; provided,
however, that if
Employee shall die, all amounts then payable to Employee hereunder shall be paid
in accordance with the terms of this Agreement to Employee’s devisee, legatee,
or other designee, or if there be no such designee, to Employee’s
estate.

     

    (c)           No Third-Party
Beneficiaries.  Except as otherwise set forth in 0 or 0 hereof,
nothing expressed or referred to in this Agreement will be construed to give any
Person other than the Company, the other members of the Company Group, and
Employee any legal or equitable right, remedy, or claim under or with respect to
this Agreement or any provision of this Agreement.

     

    Section
13.                                Waiver and
Amendments.

     

    Any
waiver, alteration, amendment, or modification of any of the terms of this
Agreement shall be valid only if made in writing and signed by each of the
parties hereto; provided, however, that any such
waiver, alteration, amendment, or modification is consented to on the Company’s
behalf by the Board.  No waiver by either of the parties hereto of
their rights hereunder shall be deemed to constitute a waiver with respect to
any subsequent occurrences or transactions hereunder unless such waiver
specifically states that it is to be construed as a continuing
waiver.

     

    Section
14.                                Severability.

     

    If any
covenants or such other provisions of this Agreement are found to be invalid or
unenforceable by a final determination of a court of competent jurisdiction,
(a) the remaining terms and provisions hereof shall be unimpaired, and
(b) the invalid or unenforceable term or provision hereof shall be deemed
replaced by a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision hereof.

     

    
      
         

      

      
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    Section
15.                                Governing Law and
Jurisdiction.

     

    In the
event of any dispute under this Agreement, or relating or arising under the
employment relationship (a “Dispute”), this
Agreement shall be governed by the laws of the State of Nevada. Each party shall
bear its own costs, including attorneys’ fees, and share all costs of the
Dispute equally, subject to the following:  (i) nothing provided
herein shall interfere with either party’s right to seek or receive damages or
costs as may be allowed by applicable statutory law (such as, but not
necessarily limited to, reasonable attorneys’ fees and dispute resolution
related costs and expenses, if allowed by applicable statutory
law).

     

    Section
16.                                Notices.

     

    (a)           Every
notice or other communication relating to this Agreement shall be in writing,
and shall be mailed to or delivered to the party for whom or which it is
intended at such address as may from time to time be designated by it in a
notice mailed or delivered to the other party as herein provided; provided, that unless and
until some other address be so designated, all notices and communications by
Employee to the Company shall be mailed or delivered to the Company at its
principal executive office, and all notices and communications by the Company to
Employee may be given to Employee personally or may be mailed to Employee at
Employee’s last known address, as reflected in the Company’s
records.

     

    (b)           Any
notice so addressed shall be deemed to be given (i) if delivered by hand,
on the date of such delivery, (ii) if mailed by courier or by overnight
mail, on the first business day following the date of such mailing, and
(iii) if mailed by registered or certified mail, on the third business day
after the date of such mailing.

     

    Section
17.                                Section Headings; Mutual
Drafting.

     

    (a)           The
headings of the sections and subsections of this Agreement are inserted for
convenience only and shall not be deemed to constitute a part thereof or affect
the meaning or interpretation of this Agreement or of any term or provision
hereof.

     

    (b)       The
parties are sophisticated and have been represented (or have had the opportunity
to be represented) by their separate attorneys throughout the transactions
contemplated by this Agreement in connection with the negotiation and drafting
of this Agreement and any agreements and instruments executed in connection
herewith.  As a consequence, the parties do not intend that the
presumptions of laws or rules relating to the interpretation of contracts
against the drafter of any particular clause should be applied to this Agreement
or any document or instrument executed in connection herewith, and therefore
waive their effects.

     

    Section
18.                                Entire Agreement.

     

    This
Agreement, together with any exhibits attached hereto, constitutes the entire
understanding and agreement of the parties hereto regarding the employment of
Employee.  This Agreement supersedes all prior negotiations,
discussions, correspondence, communications, understandings, and agreements
between the parties relating to the subject matter of this
Agreement.

     

    Section
19.                                Survival of Operative
Sections.

     

    Upon any
termination of Employee’s employment, the provisions of 0 through 20 of this
Agreement (together with any related definitions set forth in Section 1 hereof)
shall survive to the extent necessary to give effect to the provisions
thereof.

     

     

    
      
         

      

      
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    Section
20.                                Counterparts.

     

    This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute one and the
same instrument.  The execution of this Agreement may be by actual or
facsimile signature.

     

    


     

    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.

     

    


    
      	 
      	
              TRIANGLE
      PETROLEUM

              CORPORATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              __________________________

            
	 
      	
              By:

            	
              GARDNER
      PARKER

            
	 
      	
              Title:

            	
              CHAIRMAN

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              EMPLOYEE

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              __________________________

            
	 
      	
              PETER
      HILL

            


    

    


    
 

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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