NORTHERN OIL & GAS, INC.

calculated and paid at the end of the performance period based on actual performance, with a pro rata adjustment to the earned amount based on the portion of the applicable performance period that the executive was employed by the company (e.g. if an executive was employed for half of the performance period, they would receive half of the amount earned based on actual performance for the full performance period). With respect to the 5-Year Performance Awards, the award would be forfeited if the Involuntary Termination occurred before the end of the 24th month of the performance period.

Termination Due to Death or Disability. If a named executive officer’s employment terminates due to death or disability: (i) the employment agreements provide that such executive or the executive’s estate is entitled to receive the Prior Year Bonus and the Pro Rata Bonus (in each case, if any); and (ii) the applicable award agreements provide that (a) any Service-Based Awards held by such named executive officer would immediately vest in full as of the date of termination, and (b) any Performance-Based Awards held by such named executive officer would remain outstanding and the amount earned, if any, would be calculated and paid at the end of the performance period based on actual performance, with a pro rata adjustment to the earned amount based on the portion of the applicable performance period that the executive was employed by the company.

Conditions to Severance Benefits. The right of the named executive officers to receive the payments and benefits described in the foregoing paragraphs is subject to the terms of the agreements described therein. Under the employment agreements, an executive’s eligibility to receive severance is conditioned upon the executive’s timely execution and non-revocation of a release of claims in favor of the company and continued compliance with the terms of the employment agreement, as applicable, including provision of transition services and compliance with covenants with respect to confidentiality, non-solicitation, non-interference, and non-disparagement. In addition, other than in the case of a resignation for good reason, our named executive officers are subject to a one-year notice period in the event of any termination (unless waived by the company), and payments of base salary during the notice period will reduce any severance otherwise payable pursuant to the employment agreement. Fifty percent (50%) of the cash portion of any Non-CIC Severance that an executive may be entitled to shall otherwise cease as of the date that the executive begins employment, engagement, partnership or other services for any person or entity pursuant to which the executive is entitled to compensation. Under the award agreements governing all Service-Based Awards and Performance-Based Awards granted to named executive officers on or after December 29, 2023, receipt of the benefits thereunder is subject to the executive’s continued compliance with covenants with respect to confidentiality, non-competition, non-solicitation, non-interference, and non-disparagement, which generally extend for at least 18 months following notice of termination.

2025 Proxy Statement 45

Estimated Payments to Named Executive Officers

The compensation amounts included in the table below are estimates of the amounts that would have become payable to each named executive officer under the various triggering events described in the foregoing provisions, assuming in each case that the applicable event occurred on December 31, 2024, the last day of 2024.

(1)“Involuntary Termination” refers to a termination of the named executive officer’s employment either by the company without cause or by the named executive officer for good reason.

(2)Represents the following:

(a)Death or Disability: Upon the applicable named executive officer’s termination of employment due to death or disability, such named executive officer (or their estate) will receive the Prior Year Bonus and the Pro Rata Bonus (if any)