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Exhibit 10.1
NORTHERN OIL AND GAS, INC.
2008 STOCK COMPENSATION PLAN
1. Purpose. The purpose of this Plan is to provide
a means for Northern Oil and Gas, Inc. (the “Company”)
to attract and retain persons of ability as management-level
employees and officers of the Company, and to motivate such persons
through an increased personal interest in the Company to exert
their best efforts on behalf of the Company and its subsidiaries,
and thus to advance the interests of such corporations and benefit
their shareholders.
2. Reservation of Shares. A total of 250,000 shares
of the authorized but unissued common stock of the Company, par
value $0.0001 per share (the “Common Stock”), is
reserved for issuance pursuant to this Plan. Shares
reserved for issuance under this Plan but not yet issued at the
time of termination of this Plan shall cease to be reserved upon
termination of the Plan.
3. Administration. The Plan shall be administered
by the Compensation Committee of the Company’s Board of
Directors.
4. Eligibility. Only management-level employees and
officers of the Company may participate in this Plan during the
term of their employment with the Company. The
Compensation Committee shall have the sole discretion to determine
the eligibility of any single employee to participate in this
Plan. Persons eligible to participate in the Plan shall
be referred to herein as an “Eligible Party.”
5. Issuance of Shares. Any Eligible Party shall
have the right to receive shares of Common Stock (the “Plan
Shares”) in lieu of all (but not less than all) base cash
salary for up to two (2) years of employment pursuant to this
Plan. Any Eligible Party who makes an election pursuant
to this Plan shall be referred to as a “Participant”
hereunder.
(a) Duration of Election. Any election made
pursuant to this Plan may apply to base cash salary to be received
by an Eligible Party for a period of not less than six (6) months
nor more than two (2) years of employment (the “Election
Period”).
(b) Number of Shares. The number of Plan Shares to
be received by any Participant shall be computed as follows:
Aggregate Base Salary During Elected Period
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Fair Market Value of the Company’s Common Stock
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Number of Plan Shares to be Issued During Election Period
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For the purposes hereof, the “Fair Market Value” of the
Company’s Common Stock shall be computed as the volume
weighted average price (as reported by Bloomberg) for the ten (10)
trading days ending on the last completed trading day immediately
preceding the date of the Company’s receipt of any particular
Election Notice.
(c) Installments. Plan
Shares shall be issued in equal installments on the first day of
each month during the Election Period based on the salary payable
to the Participant for such month. For instance, Plan
Shares issued during a one-year Election Period shall be issued in
twelve (12) equal installments on the first day of each month
during such one-year Election Period.
(d) Payment
of Taxes. Each Participant shall be solely responsible
for the payment of any personal taxes payable by the Participant as
a result of the issuance of any Plan Shares.
(e) The
Plan Shares shall be exempt under Rule 16b-3 of the regulations
promulgated under the Securities Exchange Act of 1934, as
amended.
6. Elections. A Participant desiring to receive
Plan Shares in lieu of base cash salary pursuant to this Plan shall
submit an Election Notice to the Company in the form attached
hereto as Exhibit A.
(a) Elections Non-Revocable. Any an
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