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KOG > SEC Filings for KOG > Form 8-K on 28-Jan-2013All Recent SEC Filings

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Form 8-K for KODIAK OIL & GAS CORP


28-Jan-2013

Change in Directors or Principal Officers, Financial Statements and Exhibit


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the annual review of executive officer compensation by the Compensation Committee of Kodiak Oil & Gas Corp. (the "Company") in December 2012, the Compensation Committee approved amendments (the "Amendments") to each of the employment agreements (the "Original Agreements") of: Lynn A. Peterson, Chief Executive Officer, President; James P. Henderson, Chief Financial Officer, Secretary and Treasurer; James E. Catlin, Executive Vice President of Business Development; Russell A. Branting, Executive Vice President of Operations; and Russ D. Cunningham, Executive Vice President of Exploration (collectively, the "Officers"). Following such approval by the Compensation Committee, on January 23, 2013, the Company and its wholly-owned subsidiary, Kodiak Oil & Gas (USA) Inc. ("Employer") entered into such amendments effective as of January 1, 2013. Pursuant to the Amendments, Employer agreed to increase the salary portion of the benefits payable to the following Officers in connection with a termination following a "change of control" (as defined in the Original Agreement) ("Change of Control"), as follows:

                                             Revised Salary Portion
                 Former Salary Portion of     of Change of Control
                    Change of Control            Benefits under
Officer                  Benefits                   Amendment
Mr. Peterson             24 months                  30 months
Mr. Catlin               24 months                  30 months
Mr. Branting             6 months                   24 months
Mr. Cunningham           6 months                   24 months

Employer also agreed to amend each Officer's Original Agreement to provide for limited health insurance related benefits in connection with a termination following a Change of Control.

All other terms of the Change of Control provisions, as well as all other terms of the Original Agreements, remain unchanged.

The description of the Amendments in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Amendments.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description
10.1           Amendment No. 1 to Employment Agreement of Lynn A. Peterson effective
               January 1, 2013
10.2           Amendment No. 1 to Employment Agreement of James P. Henderson effective
               January 1, 2013
10.3           Amendment No. 1 to Employment Agreement of James E. Catlin effective
               January 1, 2013
10.4           Amendment No. 2 to Employment Agreement of Russell A. Branting
               effective January 1, 2013
10.5           Amendment No. 2 to Employment Agreement of Russ D. Cunningham effective
               January 1, 2013


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