Exhibit 10.2


 


KODIAK
OIL & GAS CORP.


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”),
effective January 1, 2008 (“Effective Date”), is made between Kodiak Oil &
Gas Corp., a Yukon Territory corporation (“Employer”), and James E. Catlin (“Executive”).


 


RECITALS


 


WHEREAS, the Board of Directors of Employer desires to
provide for the continued employment of Executive.  Executive is willing to commit himself to
continue to serve Employer, on the terms and conditions herein provided,
although this Agreement may be amended at any time by written agreement among
the parties; and


 


WHEREAS, in order to effect the foregoing, Employer
and Executive wish to enter into this Agreement on the terms and conditions set
forth below.


 


AGREEMENT


 


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


 


1.                                      Employment.  Employer hereby employs Executive, and
Executive agrees to be employed as Chief Operating Officer and Secretary.  Executive will report to the Board of
Directors.  Changes may be made from time
to time by Employer, in its sole discretion, to the duties, reporting
relationships and title of Executive. 
Executive will devote full time and attention to achieving the purposes
and discharging the responsibilities of his position.  Executive will comply with all rules,
policies and procedures of Employer as modified from time to time, including
without limitation, rules and procedures set forth in the Employer’s
employee manuals and handbooks, supervisor’s manuals and operating
manuals.  Executive will perform all of
Executive’s responsibilities in compliance with all applicable laws and will
ensure that the operations that Executive manages are in compliance with all
applicable laws.  During Executive’s
employment, Executive will not engage in any other business activity that, in
the reasonable judgment of the Board of Directors, conflicts with the duties of
Executive under this Agreement, whether or not such activity is pursued for
gain, profit or other pecuniary advantage.


 


2.                                      Term
of Employment.  The term of
employment (“Term”) shall be for three years from the Effective Date unless
terminated earlier in accordance with the terms and conditions of this
Agreement.  The Term will automatically
renew for successive one-year terms unless and until the Employer or the
Employee provides notice at least 60 days in advance of the expiration of the
current Term that the Employer or the Employee will not accept a renewal term.


 


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3.                                      Compensation.  For the duration of Executive’s employment
hereunder, the Executive will be entitled to compensation that will be computed
and paid pursuant to the following subparagraphs.


 


3.1                               Base
Salary.  Employer will pay to
Executive a base salary (“Base Salary”) at an annual rate of Three Hundred and
Fifty Thousand Dollars ($350,000), subject to withholdings, ratably in
accordance with Employer’s policies, so long as Executive remains
employed.  Executive’s Base Salary will
be reviewed annually during the term of Executive’s employment and may be
adjusted based on such review.  Any
increase made to the Base Salary shall be in the sole discretion of
Employer.  Executive’s Base Salary will
not be reduced by Employer unless a material adverse change in the financial
condition or operations of Employer has occurred or unless Executive’s
responsibilities are altered to reflect less responsibility.


 


3.2                               Discretionary
Cash Bonus.  Executive shall be
eligible for a discretionary cash bonus (“Cash Bonus”) equal to an amount as
determined by the Compensation and Nominating Committee of the Board of
Directors (the “Committee”) and shall be based on the condition of Employer’s
business and results of operations, the Committee’s evaluation of Executive’s
individual performance for the relevant period, and the satisfaction of goals
that may be established by the Committee. 
Each Cash Bonus shall be paid in the Committee’s discretion.


 


3.4                               Equity-based
Compensation.  Executive shall be entitled to participate in
all equity-based compensation plans offered by Employer and as determined by
the Committee.  Executive understand that
as of the date of this Agreement, the only equity-based plan offered by
Employer is the Incentive Share Option Plan.


 


3.5                               Performance
Standards.  The Executive and the Employer agree that the
Executive’s discretionary cash bonus and equity-based compensation will be
based on the Executive’s and the Employer’s achievement of performance goals
that may be established by the Committee after discussion with the Executive
and his supervisors (if any).  Until the
Employer and the Committee establish performance goals, the Executive’s
discretionary cash bonus and equity based compensation will be wholly
discretionary.


 


4.                                      Other
Benefits.


 


4.1                               Certain Benefits.  Executive will be eligible to participate in
all employee benefit programs established by Employer that are applicable to
management personnel on a basis commensurate with Executive’s position and in
accordance with Employer’s policies from time to time, but nothing herein shall
require the adoption or maintenance of any such plan.  Notwithstanding the foregoing, Employer shall
provide full medical and dental insurance coverage for Executive.  Employer shall also provide to Executive one
parking space near Employer’s corporate office on a yearly basis, and Employer
will pay all related parking fees.


 


4.2                               Vacations,
Holidays and Expenses.  For the
duration of Executive’s employment hereunder, Executive will be provided such
holidays, sick leave and vacation as Employer makes available to its management
level employees generally.  Employer will
reimburse Executive in accordance with company policies and procedures for
reasonable 


 


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expenses necessarily incurred in the performance of duties hereunder
against appropriate receipts and vouchers indicating the specific business purpose
for each such expenditure.


 


4.3                               Right
of Set-off.  By accepting this
Agreement, Executive consents to a deduction from any amounts Employer owes
Executive from time to time (including amounts owed to Executive as wages or
other compensation, fringe benefits, or vacation pay, as well as any other
amounts owed to Executive by Employer), to the extent of the amounts Executive
owes to Employer.  Whether or not
Employer elects to make any set-off in whole or in part, if Employer does not
recover by means of set-off the full amount Executive owes it, calculated as
set forth above, Executive agrees to pay immediately the unpaid balance to
Employer.


 


5.                                      Termination
Or Discharge By Employer.


 


5.1                               For
Cause.  Employer will have the right
to immediately terminate Executive’s services and this Agreement for “Cause.”  “Cause” shall be determined in the discretion
of Employer, and shall mean Executive:  (i) has engaged in gross
negligence,  incompetence or willful
misconduct in the performance of his duties, (ii) has refused, without proper reason, to perform his
duties, (iii) has willfully
engaged in conduct that is materially injurious to Employer or its subsidiaries
(monetarily or otherwise), (iv) has committed an act of fraud,
embezzlement or willful breach of a fiduciary duty to Employer or an affiliate
(including the unauthorized disclosure of Confidential Information, as such
term is defined in Section 8 of this Agreement, or the unauthorized
disclosure of proprietary material information of Employer or an affiliate), (v) has
been convicted of (or pleaded no contest to) a crime involving fraud,
dishonesty or moral turpitude or any felony or (vi) in Employer’s
reasonable belief, Executive has engaged in a violation of any statute, rule or
regulation, any of which in the judgment of Employer is harmful to Employer’s
business or to Employer’s reputation.


 


Upon termination of Executive’s employment hereunder
for Cause, Executive will have no rights to any unvested benefits or any other
compensation or payments after the termination date.


 


5.2                               Without
Cause, Death, or Disability. 
Employer may terminate Executive’s employment under this Agreement
without Cause and without advance notice; provided, however, that
if the termination by Employer without Cause is prior to expiration of the
original term, or if Executive’s employment is terminated by Executive’s death
or disability, Employer will pay, as severance pay, Executive’s Base Salary at
the rate in effect on the termination date through expiration of the original
term or for 18 months, whichever is a longer period of time.


 


(a)                                  Such
payments will be made no later than 60 days following the date of Termination
of Executive and will be subject to all appropriate deductions and
withholdings.  Upon termination of
Executive without Cause or for death or disability, all unvested benefits
(whether equity or cash benefits and bonuses) previously granted to the
Executive will vest immediately upon such termination.


 


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(b)                                 For
purposes of this Agreement, “disability” means the incapacity or inability of
Executive, whether due to accident, sickness or otherwise, as determined by a
medical doctor acceptable to the Board of Directors of Employer and confirmed
in writing by such doctor, to perform the essential functions of Executive’s
position under this Agreement, with or without reasonable accommodation
(provided that no accommodation that imposes undue hardship on Employer will be
required) for an aggregate of 90 days during any period of 180 consecutive
days, or such longer period as may be required under applicable law.


 


(c)                                  Notwithstanding
the foregoing, in the event of a termination by Employer without Cause during
the 12-month period following a “Change of Control,” as defined under Section 6.2
below, then the compensation to Executive provided under Section 6.2 shall
govern. The Executive agrees that his eligibility to receive any and all
amounts described in this Section 5.2 shall be subject to and contingent
upon the Executive’s execution of a full and complete general release in favor
of Employer and its affiliated persons and entities, reasonably satisfactory to
Employer in its sole discretion.


 


6.                                      Termination
By Executive.


 


6.1                               Termination
By Executive for Good Reason.  Executive
shall have the right to terminate this Agreement for “Good Reason.”  “Good Reason” shall mean any one of the
conditions set forth below, provided that Executive must provide notice to the
Employer within ninety (90) days of the existence of such condition and the
Employer will have thirty (30) days from receipt of such notice to remedy the
condition.  If the condition is not
remedied within such 30 day period, the following conditions will constitute “Good
Reason”:


 


(i)  Employer’s material breach of the
terms of this Agreement or any other written agreement between Executive and
Employer;


 


(ii) the assignment to Executive
(without the Executive’s consent) of any duties that are substantially
inconsistent with or materially diminish Executive’s position, as such position
was defined on the Effective Date of this Agreement or immediately prior to a
Change of Control, as such term is defined in Section 6.2 of this
Agreement; or


 


(iii) a requirement that Executive
(without the Executive’s consent) be based at any office or location more than
50 miles from Executive’s primary work location, as such position was defined
on the Effective Date of this Agreement or immediately prior to a Change of
Control, as such term is defined in Section 6.2 of this Agreement (not
including reasonable travel by the Executive consistent with the travel
obligations of similar executives holding similar positions with similar
responsibilities).


 


In the event Executive terminates this Agreement for
Good Reason, compensation shall be provided to the Executive in such amounts
and on such terms as set forth in Section 5.2 


 


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of this Agreement. 
Notwithstanding the foregoing, in the event that the Executive’s
employment is terminated for any reason other than for Cause or as a result of
the Executive’s death or disability (and for clarity, shall include termination
by Executive for Good Reason), during the 12-month period following a Change of
Control, then the compensation to Executive provided under Section 6.2
shall govern.


 


6.2                               Termination
by Executive due to Change of Control.  For
purposes of this Agreement, a “Change of Control” shall mean the happening of
any of the following:


 


(i) Any “Person” (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes the “Beneficial
Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Employer representing more than 50% of the total
voting power represented by Employer’s then outstanding voting securities without the approval of not fewer than
two-thirds of the Board of Directors of Employer voting on such matter, unless
the Board of Directors specifically designates such acquisition to be a change
of control;


 


(ii) A merger or
consolidation of Employer whether or not approved by the Board of Directors of
Employer, other than a merger or consolidation that would result in the voting
securities of Employer outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted or into voting
securities of the surviving entity) at least 50% of the total voting power
represented by the voting securities of Employer or such surviving entity
outstanding immediately after such merger or consolidation, or the shareholders
of Employer approve a plan of complete liquidation of Employer or an agreement
for the sale or disposition by Employer of all or substantially all of Employer’s
assets; or


 


(iii) As result of the election of members to the
Board of Directors, a majority of the Board of Directors consists of persons
who are not members of the Board of Directors as of the Effective Date
(including Executive as a member of the Board of Directors as of the Effective
Date), except in the event that such slate of directors is proposed by the
Committee.


 


In the event that Executive’s employment is terminated
for any reason (not including, however, a termination by the Employer for Cause
or a termination as a result of the Executive’s death or disability (and for
clarity, shall include termination by Executive for Good Reason)) during the
12-month period following a Change of Control, Employer shall pay Executive,
within 60 days following the date of such termination, a cash severance payment
in a lump sum in an amount equal to 2.9 times the sum of (a) the current
annual base salary of the Executive and (b) the amount of the most recent
discretionary bonus paid to the Executive pursuant to Section 3.2 of this
Agreement less applicable withholding. 
In addition, in the event of a Change of Control, all of Executive’s
equity-based compensation shall immediately vest regardless whether the Executive is retained
by the Employer or successor following the Change of Control.


 


7.                                      Covenant
Not To Compete.  A restricted period
(“Restricted Period”) shall exist during Executive’s continued employment
hereunder and during the twelve-month 


 


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period following termination of Executive’s employment for any reason
other than a Change of Control, Termination By Executive For Good Reason, or
Termination by the Employer Without Cause or for Disability, in which case the
Restricted Period is six months.  During
this Restricted Period, Executive shall not, without the prior written consent
of Employer, directly or indirectly engage in or become associated with a
Competitive Activity.  For purposes of
this Agreement: (i) a “Competitive Activity” means, as of the Termination
Date, any business or other endeavor of a kind being conducted by Employer or
any of its subsidiaries or affiliates (or demonstrably anticipated by Employer
or its subsidiaries or affiliates) in a geographic area that is within ten
miles of (a) any property that is owned, leased or controlled by Employer
at any time during the term of this Agreement or (b) any oil or gas
prospect that the Employer is evaluating or seeking to acquire an interest in
at the time of termination of the Executive’s employment; and (ii) Executive
shall be considered to have become “associated with a Competitive Activity” if
Executive becomes directly or indirectly involved as an owner, principal,
employee, officer, director, independent contractor, representative,
stockholder, financial backer, agent, partner, advisor, lender, or in any other
individual or representative capacity with any individual, partnership,
corporation or other organization that is engaged in a Competitive
Activity.  Notwithstanding the foregoing,
Executive may make and retain investments during the Restricted Period, for
investment purposes only, in less than 5% of the outstanding capital stock of
any publicly-traded corporation engaged in a Competitive Activity if stock of
such corporation is either listed on a national stock exchange or on the OTC
Bulletin Board if Executive is not otherwise affiliated with such corporation.
The Executive’s ownership of interests in oil and gas producing properties
(whether a working interest, royalty interest, or other interest) acquired
prior to the date hereof is not considered a Competing Activity.


 


Employer and Executive agree to the following: this
provision does not impose an undue hardship on Executive and is not injurious
to the public; this provision is necessary to protect the business of Employer
and its affiliates; the nature of Executive’s responsibilities with Employer
under this Agreement require Executive to have access to Confidential
Information, as such term is defined in Section 9 of this Agreement, which
is valuable and confidential to all of the business; the scope of this Section 7
is reasonable in terms of length of time and geographic scope; and adequate
consideration supports this Section 7, including consideration herein.


 


In the event that any of the covenants in this Section 7 shall be
determined by any court of competent jurisdiction to be unenforceable by reason
of extending for too great a period of time or over too great a geographical
area or by reason of being too extensive in any other respect, it shall be
interpreted to extend over the maximum period of time for which it may be
enforceable and to the maximum extent in all other respects as to which it may
be enforceable, and enforced as so interpreted, all as determined by such court
in such action.  Executive acknowledges
the uncertainty of the law in this respect and expressly stipulates that this
Agreement is to be given the construction that renders its provisions valid and
enforceable to the maximum extent (not exceeding its express terms) possible
under applicable law.


 


8.                                      Non-solicitation.  Executive agrees that (i) during the
twelve-month period following the termination of the Executive’s employment,
Executive shall not, without the prior written consent of Employer, directly or
indirectly, hire, recruit or solicit the employment 


 


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or services of (whether as an employee, officer, director, agent,
consultant or independent contractor), or encourage to change such person’s
relationship with Employer or any of its subsidiaries or affiliates, any
employee, officer, director, agent, consultant or independent contractor of
Employer or any of its subsidiaries or affiliates, provided, however,
that a general solicitation of the public for employment shall not constitute a
solicitation hereunder so long as such general solicitation is not designed to
target, or does not have the effect of targeting, any employee, officer,
director, agent, consultant or independent contractor of Employer or any of its
subsidiaries or affiliates; (ii) Executive will not convey any information
(whether confidential or otherwise) or trade secrets about any employees,
officers, directors, agents, consultants and independent contractors of
Employer or any of its subsidiaries or affiliates to any other person; and (iii) during
the Restricted Period, Executive shall not, without the prior written consent
of Employer, directly or indirectly, solicit, attempt to do business with, or
do business with any customers of, suppliers to, business partners of or
business affiliates of Employer or any of its subsidiaries or affiliates (such
customers, suppliers, partners and affiliates, collectively, “Trade
Relationships”) on behalf of any entity engaged in a Competitive Activity, or
encourage (regardless of who initiates the contact) any Trade Relationship to
use the services of any competitor of Employer or its subsidiaries or
affiliates, or encourage any Trade Relationship to change its relationship with
Employer or its subsidiaries or affiliates.


 


9.                                      Confidentiality.
Executive acknowledges that, during the course of Executive’s employment with
Employer, Executive may have developed Confidential Information (as defined
below) for Employer, and Executive may have learned of Confidential Information
developed or owned by Employer or its affiliates or entrusted to Employer or
its affiliates by others.  Executive
agrees that Executive will not, directly or indirectly, use any Confidential
Information or disclose it to any other person or entity, except as otherwise
required by law.


 


“Confidential Information” means any and all
information relating to Employer that is not generally known by the public or
others with whom Employer does (or plans to) compete or do business, as well as
comparable information relating to any of Employer’s affiliates.  Confidential Information includes, but is not
limited to, information relating to the terms of this Agreement, as well as
Employer’s business, technology, practices, products, marketing, sales,
services, finances, strategic opportunities, internal strategies, legal affairs
(including pending litigation), the terms of business relationships not yet
publicly known, intellectual property and the filing or pendency of patent
applications.  Confidential Information
also includes, but is not limited to, comparable information that Employer may
receive or has received belonging to customers, suppliers, consultants and
others who do business with Employer, or any of Employer’s affiliates.


 


“Confidential Information” does not include any
information that is: (i) shown to have been developed independently by
Executive prior to Executive’s employment with Employer; or (ii) required
by a judicial tribunal or similar governmental body to be disclosed under law
(provided that Executive have first promptly notified Employer of such
disclosure requirement and have cooperated fully with Employer (at Employer’s
expense) in exhausting all appeals


 


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10.                               Property
of Employer.  Upon any termination
from Employer, Executive agrees to return to Employer any and all records,
files, notes, memoranda, reports, work product and similar items, and any
manuals, drawings, sketches, plans, tape recordings, computer programs, disks,
cassettes and other physical representations of any information, relating to
Employer, or any of its affiliates, whether or not constituting confidential
information; and Executive agrees to return to Employer any other property, including
but not limited to a laptop computer, belonging to Employer, no later than the
date of Executive’s termination from employment for any reason, and Executive
further agrees not to retain copies of any Confidential Information.


 


11.                               Section 280G
Safe Harbor Cap.  In the event it shall be determined that any
payment or distribution or any part thereof of any type to or for the benefit
of Executive whether pursuant to the Agreement or any other agreement between
Executive and the Employer, or any person or entity that acquires ownership or
effective control the Employer or ownership of a substantial portion of the
Employer’s assets (within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”))
whether paid or payable or distributed or distributable pursuant to the terms
of the Agreement or any other agreement, (the “Total Payments”), is or will be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then the Total Payments shall be reduced to the maximum amount that
could be paid to Executive without giving rise to the Excise Tax (the “Safe
Harbor Cap”), if the net after-tax payment to Executive after reducing
Executive’s Total Payments to the Safe Harbor Cap is greater than the net
after-tax (including the Excise Tax) payment to Executive without such
reduction.  The reduction of the amounts payable hereunder, if applicable,
shall be made by reducing first the payment made pursuant to the Agreement and
then to any other agreement that triggers such Excise Tax, unless an
alternative method of reduction is elected by Executive.  All mathematical
determinations, and all determinations as to whether any of the Total Payments
are “parachute payments” (within the meaning of Section 280G of the Code),
that are required to be made under this Section 11, including
determinations as to whether the Total Payments to Executive shall be reduced
to the Safe Harbor Cap and the assumptions to be utilized in arriving at such
determinations, shall be made by a nationally recognized accounting firm
selected by the Employer (the “Accounting Firm”).  If the Accountant
determines that the Total Payments to Executive shall be reduced to the Safe
Harbor Cap (the “Cutback Payment”) and it is established pursuant to a final
determination of a court or an Internal Revenue Service (the “IRS”) proceeding
which has been finally and conclusively resolved, that the Cutback Payment is
in excess of the limitations provided in Section 6(e) (hereinafter
referred to as an “Excess Payment”), such Excess Payment shall be deemed for
all purposes to be an overpayment to Executive made on the date such Executive
received the Excess Payment and Executive shall repay the Excess Payment to the
Employer on demand; provided, however, if Executive shall be required to pay an
Excise Tax by reason of receiving such Excess Payment (regardless of the
obligation to repay the Employer), Executive shall not be required to repay the
Excess Payment (if Executive has already repaid such amount, the Employer shall
refund the amount to the Executive), and the Employer shall pay Executive an
amount equal to the difference between the Total Payments and the Shortfall
Cap.


 


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12.                               Remedies.                                        Notwithstanding
other provisions of this Agreement regarding dispute resolution, Executive
agrees that Executive’s violation of any of Sections 7, 8, 9 or 10 of this
Agreement would cause Employer irreparable harm that would not be adequately
compensated by monetary damages and that an injunction may be granted by any
court or courts having jurisdiction, restraining Executive from violation of
the terms of this Agreement, upon any breach or threatened breach of Executive
of the obligations set forth in any of the Sections 7, 8, 9 or 10.  The preceding sentence shall not be construed
to limit Employer from any other relief or damages to which it may be entitled
as a result of Employee’s breach of any provision of this Agreement, including
Sections 7, 8, 9 or 10.  Employee also
agrees that a violation of any of Sections 7, 8, 9 or 10 would entitle
Employer, in addition to all other remedies available at law or equity, to
recover from Executive any and all funds, including, without limitation, wages,
salary and profits, which will be held by Executive in constructive trust for
Employer, received by Executive in connection with such violation.


 


13.                               Arbitration.  If any
dispute shall arise between Executive and Employer in connection with this
Agreement, and such dispute cannot be resolved amicably by the parties, the
same shall be conclusively and finally resolved by binding arbitration. Any
party hereto may commence an arbitration proceeding by providing written notice
to the other party requesting the arbitration of an unresolved dispute. Each
such dispute, if any, shall be submitted to an arbitrator acceptable to both
parties. If either Executive or Employer refuses or neglects to agree to
appoint an arbitrator within 30 days after receipt of written notice from the
other party requesting the other party to do so, the Judicial Arbiter Group, Inc.,
Denver, Colorado (www.jaginc.com) may appoint such arbitrator. The arbitrator
shall be experienced in the subject matter of the dispute. Except as otherwise
specifically set forth herein, the arbitrators shall conduct the arbitration in
accordance with the rules of the Judicial Arbiter Group, Inc. The
decision in writing of the arbitrator, when filed with the parties hereto,
shall be final and binding on both parties. Judgment may be entered upon the
final decision of the arbitrator in any court having jurisdiction.  Such arbitration shall take place in Denver,
Colorado.


 


14.                               Fees.  Unless otherwise agreed, the prevailing party
will be entitled to its costs and attorneys’ fees incurred in any litigation or
dispute relating to the interpretation or enforcement of this Agreement.


 


15.                               Disclosure.  Executive agrees fully and completely to
reveal the terms of this Agreement to any future employer or potential employer
of Executive and authorizes Employer, at its election, to make such disclosure.


 


16.                               Representation
of Executive.  Executive represents
and warrants to Employer that Executive is free to enter into this Agreement
and has no contract, commitment, arrangement or understanding to or with any
party that restrains or is in conflict with Executive’s performance of the
covenants, services and duties provided for in this Agreement.  Executive agrees to indemnify Employer and to
hold it harmless against any and all liabilities or claims arising out of any
unauthorized act or acts by Executive that, the foregoing representation and
warranty to the contrary notwithstanding, are in violation, or constitute a
breach, of any such contract, commitment, arrangement or understanding.  Executive further represents and warrants


 


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to Employer that Executive has consulted with his legal, tax,
accounting, and investment advisors with respect to the advisability of
entering into this agreement to the extent that the Executive has determined
such consultation to be necessary or appropriate.


 


17.                               Assignability.  During Executive’s employment, this Agreement
may not be assigned by either party without the written consent of the other; provided,
however, that Employer may assign its rights and obligations under this
Agreement without Executive’s consent to a successor by sale, merger or
liquidation, if such successor carries on the Employer’s business substantially
in the form in which it is being conducted at the time of the sale, merger or
liquidation.  This Agreement is binding
upon Executive, Executive’s heirs, personal representatives and permitted
assigns and on Employer, its successors and assigns.


 


18.                               Notices.  For purposes of this Agreement, notices and
all other communications provided for herein shall be in writing and shall be
deemed to have been duly given when personally delivered or when mailed by
United States registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


 


	
  IF TO EMPLOYER TO:

  	
   

  	
  KODIAK OIL & GAS CORP. 

  1625 Broadway, Suite 250 

  Denver, Colorado 80202 

  Attention: Chairman of the Compensation and 

  Nominating Committee

  
	
   

  	
   

  	
   

  
	
  IF TO EXECUTIVE TO:

  	
   

  	
  James E. Catlin 

  1625 Broadway, Suite 250

  Denver, Colorado 80202

  



 


19.                               Severability.  If any provision of this Agreement or
compliance by any of the parties with any provision of this Agreement
constitutes a violation of any law, or is or becomes unenforceable or void,
then such provision, to the extent only that it is in violation of law,
unenforceable or void, shall be deemed modified to the extent necessary so that
it is no longer in violation of law, unenforceable or void, and such provision
will be enforced to the fullest extent permitted by law.  If such modification is not possible, said
provision, to the extent that it is in violation of law, unenforceable or void,
shall be deemed severable from the remaining provisions of this Agreement,
which provisions will remain binding on the parties.


 


20.                               Waivers.  No failure on the part of either party to
exercise, and no delay in exercising, any right or remedy hereunder will
operate as a waiver thereof; nor will any single or partial waiver of a breach
of any provision of this Agreement operate or be construed as a waiver of any
subsequent breach; nor will any single or partial exercise of any right or
remedy hereunder preclude any other or further exercise thereof or the exercise
of any other right or remedy granted hereby or by law.


 


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21.                               Governing
Law.  The validity, construction and
performance of this Agreement shall be governed by the laws of the State of
Colorado without regard to the conflicts of law provisions of such laws.


 


22.                               Entire Agreement.  This instrument contains the entire agreement
of the parties with respect to the relationship between Executive and Employer
and supersedes all prior agreements and understandings, and there are no other
representations or agreements other than as stated in this Agreement related to
the terms and conditions of Executive’s employment.  This Agreement may be changed only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought, and any such
modification will be signed by the Chairman of the Compensation and Nominating
Committee.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, the parties
have duly signed and delivered this Agreement as of the day and year first
above written.


 


 


	
   

  	
  EMPLOYER:

  
	
   

  	
   

  
	
   

  	
  KODIAK OIL &
  GAS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Herrick K.
  Lidstone, Jr.____________

  
	
   

  	
  Herrick K.
  Lidstone, Jr., Chairman

  
	
   

  	
  Compensation and
  Nominating Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James E.
  Catlin___________________

  
	
   

  	
  Name: James E. Catlin

  



 


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