WAY MATERIAL OR RELEVANT TO THE CONSTRUCTION OR
INTERPRETATION OF THE AGREEMENT OR ANY PROVISION THEREOF.
(H)
CONDITIONS PRECEDENT TO ISSUANCE OF SHARES.
SHARES SHALL NOT BE ISSUED
PURSUANT TO THE EXERCISE OF THE STOCK OPTIONS UNLESS SUCH EXERCISE AND THE
ISSUANCE AND DELIVERY OF THE APPLICABLE SHARES PURSUANT THERETO SHALL COMPLY
WITH ALL RELEVANT PROVISIONS OF LAW, INCLUDING, WITHOUT LIMITATION, THE
SECURITIES ACT OF 1933, AS AMENDED, THE EXCHANGE ACT OF 1934, AS
3
AMENDED, THE RULES AND REGULATIONS PROMULGATED THEREUNDER, THE REQUIREMENTS OF
ANY APPLICABLE STOCK EXCHANGE AND THE LAWS OF THE YUKON TERRITORY.
AS A
CONDITION TO THE EXERCISE OF THE PURCHASE PRICE RELATING TO THE STOCK OPTIONS,
THE COMPANY MAY REQUIRE THAT THE PERSON EXERCISING OR PAYING THE PURCHASE PRICE
REPRESENT AND WARRANT THAT THE SHARES ARE BEING PURCHASED ONLY FOR INVESTMENT
AND WITHOUT ANY PRESENT INTENTION TO SELL OR DISTRIBUTE SUCH SHARES IF, IN THE
OPINION OF COUNSEL FOR THE COMPANY, SUCH A REPRESENTATION AND WARRANTY IS
REQUIRED BY LAW.
(I)
WITHHOLDING.
IN ORDER TO PROVIDE THE COMPANY WITH THE OPPORTUNITY TO
CLAIM THE BENEFIT OF ANY INCOME TAX DEDUCTION WHICH MAY BE AVAILABLE TO IT UPON
THE EXERCISE OF THE STOCK OPTIONS AND IN ORDER TO COMPLY WITH ALL APPLICABLE
FEDERAL OR STATE INCOME TAX LAWS OR REGULATIONS, THE COMPANY MAY TAKE SUCH
ACTION AS IT DEEMS APPROPRIATE TO INSURE THAT, IF NECESSARY, ALL APPLICABLE
FEDERAL OR STATE PAYROLL, WITHHOLDING, INCOME OR OTHER TAXES ARE WITHHELD OR
COLLECTED FROM EMPLOYEE.
(J)
CONSULTATION WITH PROFESSIONAL TAX AND INVESTMENT ADVISORS.
THE HOLDER
OF THESE STOCK OPTIONS ACKNOWLEDGES THAT THE GRANT, EXERCISE, VESTING OR ANY
PAYMENT WITH RESPECT TO THESE STOCK OPTIONS, AND THE SALE OR OTHER TAXABLE
DISPOSITION OF THE SHARES ACQUIRED PURSUANT TO THE EXERCISE THEREOF, MAY HAVE
TAX CONSEQUENCES PURSUANT TO THE CODE OR UNDER LOCAL, STATE OR INTERNATIONAL TAX
LAWS.
THE HOLDER FURTHER ACKNOWLEDGES THAT SUCH HOLDER IS RELYING SOLELY AND
EXCLUSIVELY ON THE HOLDER'S OWN PROFESSIONAL TAX AND INVESTMENT ADVISORS WITH
RESPECT TO ANY AND ALL SUCH MATTERS (AND IS NOT RELYING, IN ANY MANNER, ON THE
COMPANY OR ANY OF ITS EMPLOYEES OR REPRESENTATIVES).
FINALLY, THE HOLDER
UNDERSTANDS AND AGREES THAT ANY AND ALL TAX CONSEQUENCES RESULTING FROM THE
STOCK OPTIONS AND THEIR GRANT, EXERCISE, VESTING OR ANY PAYMENT WITH RESPECT
THERETO, AND THE SALE OR OTHER TAXABLE DISPOSITION OF THE SHARES ACQUIRED
PURSUANT TO THE PLAN, IS SOLELY AND EXCLUSIVELY THE RESPONSIBILITY OF THE HOLDER
WITHOUT ANY EXPECTATION OR UNDERSTANDING THAT THE COMPANY OR ANY OF ITS
EMPLOYEES OR REPRESENTATIVES WILL PAY OR REIMBURSE SUCH HOLDER FOR SUCH TAXES OR
OTHER ITEMS.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURES
IN WITNESS WHEREOF, the Company and Employee have executed this Agreement on the
date set forth in the first paragraph.
KODIAK OIL & GAS CORP.
By:
Name:
Title:
EMPLOYEE
Name:
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EXHIBIT A
PERFORMANCE VESTING CONDITIONS SCHEDULE
This Exhibit A to the Non-Incentive Performance-Based Stock Option Agreement
(the "Agreement") contains the Performance Vesting Conditions with respect to
the Stock Options.