EXHIBIT 10.12
INDEMNIFICATION
AGREEMENT
THIS AGREEMENT is effective
February 28, 2006, between Continental Resources, Inc. (the
“Corporation”), and the undersigned director or officer
of the Corporation (“Indemnitee”).
WHEREAS, the Corporation has adopted
the Amended and Restated Certificate of Incorporation (the
“Charter”) and the Amended and Restated Bylaws (the
“Bylaws”) providing for indemnification of the
Corporation’s directors and officers to the maximum extent
authorized by the Oklahoma General Corporation Law (the
“State Statute”); and
WHEREAS, such Charter, Bylaws and
State Statute contemplate that contracts and insurance policies may
be entered into with respect to indemnification of directors and
officers; and
WHEREAS, there are questions
concerning the adequacy and reliability of the protection which
might be afforded to directors and officers from acquisition of
policies of Directors and Officers Liability Insurance
(“D&O Insurance”), covering certain liabilities
which might be incurred by directors and officers in the
performance of their services to the Corporation; and
WHEREAS, it is reasonable, prudent
and necessary for the Corporation to obligate itself contractually
to indemnify Indemnitee so that he will serve or continue to serve
the Corporation free from undue concern that he will not be
adequately protected; and
WHEREAS, Indemnitee is willing to
serve, continue to serve and to take on additional service for or
on behalf of the Corporation on condition that he be so
indemnified;
NOW, THEREFORE, in consideration of
the premises and the covenants contained herein, the Corporation
and Indemnitee do hereby covenant and agree as follows:
1.1 Definitions. As used in this
Agreement:
1.1.1 The term
“Proceeding” shall include any threatened, pending or
completed action, suit, inquiry or proceeding, whether brought by
or in the right of the Corporation or otherwise and whether of a
civil, criminal, administrative, arbitrative or investigative
nature, in which Indemnitee is or will be involved as a party, as a
witness or otherwise, by reason of the fact that Indemnitee is or
was a director, officer, employee or agent of the Corporation, by
reason of any action taken by him or of any inaction on his part
while acting as a director, officer, employee or agent or by reason
of the fact that he is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, limited liability
company or other enterprise; in each case whether or not he is
acting or serving in any such capacity at the time any liability or
expense is incurred for which indemnification or reimbursement can
be provided under this Agreement; provided that any such action,
suit or proceeding which is brought by Indemnitee against that
Corporation or directors or officers of the Corporation, other than
an action brought by Indemnitee to enforce his rights under this
Agreement, shall not be deemed a Proceeding without prior approval
by a majority of the Board of Directors of the
Corporation.
1.1.2 The term
“Expenses” shall include, without limitation, any
judgments, fines and penalties against Indemnitee in connection
with a Proceeding; amounts paid by Indemnitee in settlement of a
Proceeding; and all attorneys’ fees and disbursements,
accountants’ fees, private investigation fees and
disbursements, retainers, court costs, transcript costs, fees of
experts, fees and expenses of witnesses, travel expenses,
duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements, or
expenses, reasonably incurred by or for Indemnitee in connection
with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in a Proceeding
or establishing Indemnitee’s right of entitlement to
indemnification for any of the foregoing.
1.1.3 References to “other
enterprise” shall include employee benefit plans; references
to “Fines” shall include any excise tax assessed with
respect to any employee benefit plan; references to “serving
at the request of the Corporation” shall include any service
as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith
and in a manner he reasonably believed to be in the interests of
the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner “not opposed to the
best interest of the Corporation” as referred to in this
Agreement.
1.1.4 The term “substantiating
documentation” shall mean copies of bills or invoices for
costs incurred by or for Indemnitee, or copies of court or agency
orders or decrees or settlement agreements, as the case may be,
accompanied by a sworn statement from Indemnitee that such bills,
invoices, court or agency orders or decrees or settlement
agreements, represent costs or liabilities meeting the definition
of “Expenses” herein.
1.1.5 The terms “he” and
“his” have been used for convenience and mean
“she” and “her” if Indemnitee is a
female.
1.2 Indemnity of Director or
Officer. The Corporation hereby agrees to hold harmless and
indemnify Indemnitee against Expenses to the fullest extent
authorized or permitted by law (including the applicable provisions
of the State Statute). The phrase “to the fullest extent
permitted by law” shall include, but not be limited to
(i) to the fullest extent permitted by any provision of the
State Statute that authorizes or permits additional indemnification
by agreement, or the corresponding provision of any amendment to or
replacement of the State Statute and (ii) to the fullest
extent authorized or permitted by any amendments to or replacements
of the State Statute adopted after the date of this Agreement that
increase the extent to which a corporation may indemnify its
officers and directors. Any amendment, alteration or repeal of the
State Statute that adversely affects any right of Indemnitee shall
be prospective only and shall not limit or eliminate any such right
with respect to any proceeding involving any occurrence or alleged
occurrence of any action or omission to act that took place prior
to such amendment or repeal.
1.3 Additional Indemnity. The
Corporation hereby further agrees to hold harmless and indemnify
Indemnitee against Expenses incurred by reason of the fact that
Indemnitee is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership,
2
joint venture, trust, limited liability company
or other enterprise, including, without limitation, any
predecessor, subsidiary or affiliated entity of the Corporation,
but only if Indemnitee acted in good faith and, in the case of
conduct in his official capacity, in a manner he reasonably
believed to be in the best interests of the
