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CONTINENTAL RESOURCES, INC. 2000 STOCK OPTION PLAN

Stock Option Agreement

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CONTINENTAL RESOURCES INC

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Title: CONTINENTAL RESOURCES, INC. 2000 STOCK OPTION PLAN
Governing Law: Oklahoma     Date: 4/14/2006

CONTINENTAL RESOURCES, INC. 2000 STOCK OPTION PLAN, Parties: continental resources inc
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EXHIBIT 10.6

 


C ONTINENTAL R ESOURCES , I NC .

2000 S TOCK O PTION P LAN

 



EXHIBIT 10.6

ARTICLE I

Purpose

Section 1.01 Purpose . This Stock Option Plan (the “Plan”) is established by Continental Resources, Inc. (the “Company”) to create incentives which are designed to motivate its directors, officers and employees to exert maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company’s success. Toward these objectives, the Plan provides for the granting of options to Participants on the terms and subject to the conditions set forth in the Plan.

Section 1.02 Establishment. The Plan is effective as of October 1, 2000 and will terminate on September 30, 2010; provided, however, that the plan shall continue in effect until all matters relating to exercise of options and the administration of the Plan have been settled.

Section 1.03 Shares Subject to the Plan . Subject to Articles IV, VII and IX of this Plan, shares of stock covered by options shall consist of 1,020,000 shares of the Company’s common stock, par value $.01 per share (“Common Stock”).

Section 1.04 Shareholder Approval. The Plan shall be approved by the holders of a majority of the outstanding shares of Common Stock, present, or represented, and entitled to vote at a meeting called for such purposes, which approval must occur within the period ending twelve months after the date the Plan is adopted by the Board. Pending such approval by the shareholders, options may be granted to Participants, but no options may be exercised or paid prior to receipt of shareholder approval. In the event shareholder approval is not obtained within such twelve-month period, all options shall be void.

ARTICLE II

Definitions

As used herein, the terms “Common Stock,” “Company,” “Participant” and “Plan” shall have the meanings set forth above. In addition, the following definitions shall be applicable:

“Affiliate” means as applied to any Persona, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, any contract or otherwise.

Affiliated Entity ” means any partnership or limited liability company, a majority of the partnership or other similar interest thereof which is owned or controlled, directly or indirectly, by the Company or one or more of its Subsidiaries or Affiliated Entities or a combination thereof. For purposes hereof, the Company, a Subsidiary or an Affiliated Entity shall be deemed to have a majority ownership interest in a partnership or limited liability company if the Company, such Subsidiary or Affiliated Entity shall be allocated a majority of partnership or limited liability company gains or losses or shall be or control a managing director or a general partner of such partnership or limited liability company.

Board ” means the Board of Directors of the Company.

Capital Stock ” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) or the equity of such Person, including, without limitation, all common stock issued by such Person.

Change of Control ” means: (1) any “person” or “group,” within the meaning of Section 13(d) of 14(d)(2) of the Exchange Act, becomes the ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of


more than 35% of the total voting power of the Voting Stock of the Company on a fully diluted basis and such ownership represents a greater percentage of the total voting power of the Voting Stock of the Company, on a fully diluted basis, than is held by the Controlling Stockholders and their Affiliates on such date; (2) individuals who on October 1, 2000 constituted the Board of Directors, together with any new directors whose election by the Board of Directors or whose nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board of Directors on October 1, 2000 or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the members of the Board of Directors then in office; (3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the combined assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a wholly owned Subsidiary or the Controlling Stockholders or any Affiliate thereof; or (4) the adoption of a plan of liquidation or dissolution of the Company.

Code ” means the Internal Revenue Code of 1986, as amended. Reference to any Section of the Code shall be deemed to include any amendments or successor provisions to such Section and any regulations under such Section.

Committee ” means the compensation committee of the Board, or such other committee designated by the Board, authorized to administer the Plan and shall consist of not less than two members of the Board; provided, that if no compensation committee or other committee has been so designated by the Board, the Board shall serve as the Committee.

Controlling Stockholders ” means Harold Hamm, individually and as trustee of the Revocable Inter Vivos Trust of Harold Hamm under a trust agreement dated April 23, 1984, as amended.

Date of Grant ” means the date on which the granting of an option is authorized by the Committee or such later date as may be specified by the Committee in such authorization.

Disability ” shall have the meaning set forth in Section 22(e)(3) of the Code.

Director ” means any person who is a member of the Board.

Eligible Employee ” means any employee of the Company, a Subsidiary or an Affiliated Entity.

Exchange Act ” means the Securities Exchange Act of 1934, as amended.

Fair Market Value ” means (A) during such time as the Common Stock is listed on a national securities exchange or the NASDAQ/National Market System, the closing price of the Common Stock on such securities exchange or the NASDAQ/National Market System on the day for which such value is to be determined, or if no sale of the Common Stock shall have occurred on any such securities exchange or the NASDAQ/National Market System that day, on the next preceding day on which there was a sale of such Common Stock or (B) during any such time as the Common Stock is not listed upon a national securities exchange or the NASDAQ/National Market System, the mean between dealer “bid” and “ask” prices of the Common Stock in the over-the-counter market on the day for which such value is to be determined, as reported by the National Association of Securities Dealers, Inc. or (C) during any such time as the Common Stock cannot be valued pursuant to (A) or (B) above, the fair market value shall be as determined by the Board considering all relevant information including, by example and not by limitation, the services of an independent appraiser.

Incentive Stock Option ” means an Option within the meaning of Section 422 of the Code.

Nonqualified Stock Option ” means an Option which is not an Incentive Stock Option.

Option ” means, individually or collectively, any Option granted under the Plan to a Participant by the Committee pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish by the Option Agreement or otherwise.

 

2


Option Agreement ” means any written instrument that establishes the terms, conditions, restrictions, and/or limitations applicable to an Option in addition to those established by this Plan and by the Committee’s exercise of its administrative powers.

Participant ” means a Director or an Eligible Employee to whom an Option has been granted by the Committee under the Plan.

Person ” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization or governmental or any agency or political subdivision thereof or any other entity.

Plan ” means this Continental Resources, Inc. 2000 Stock Incentive Plan.

Subsidiary ” shall have the same meaning set forth in Section 424 of the Code.

Voting Stock ” means, with respect to any Person, Capital Stock of any class or kind having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

ARTICLE III

Administration

Section 3.01 Administration by Committee. The Committee shall administer the Plan. The Committee shall hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present or acts reduced to or approved in writing by a majority of the members of the Committee shall be the valid acts of the Committee.

 

Section

3.02 Powers of the Committee .

Subject to the provisions of the Plan, the Committee shall have exclusive power to:

(a) Select the Participants to be granted Options.

(b) Determine the time or times when Options will be granted.

(c) Determine the number of shares of Common Stock subject to the Options, all the terms, conditions (including performance requirements), restrictions and/or limitations, if any, of an Option, including the time and conditions of exercise or vesting, and the terms of any Option Agreement, which may include the waiver or amendment of prior terms and conditions or acceleration or early vesting or payment of an Option under certain circumstances determined by the Committee.

(d) Determine whether Options will be granted singly or in combination.

(e) Accelerate the vesting, exercise or payment of an Option or the performance period of an Option when such action or actions would be in the best interest of the Company.

(f) Take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan.

Section 3.03 Committee to Make Rules and Interpret Plan. The Committee in its sole discretion shall have the authority, subject to the provisions of the Plan, to establish, adopt, or revise such rules and regulations and to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan. The Committee’s interpretation of the Plan or any Options granted pursuant thereto and all decisions and determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on all parties.

 

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ARTICLE IV

Grant of Options

Section 4.01 Committee to Grant Options. The Committee may, from time to time, grant Options to one or more Participants, provided, however, that:

(a) Subject to Article VII, the aggregate number of shares of Common Stock made subject to the Options granted to any Participant in any fiscal year of the Company may not exceed 400,000 shares.

(b) Any shares of Common Stock reserved for issuance upon the exercise of outstanding Options which outstanding Options terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of Common Stock shall be available again for grant under the Plan.

(c) Common Stock delivered by the Company upon exercise of any Option may be authorized and unissued Common Stock or Common Stock held in the treasury of the Company.

(d) The Committee shall, in its sole discretion, determine the manner in which fractional shares arising under this Plan shall be treated.

(e) Separate certificates representing Common Stock to be delivered to a Participant upon the exercise of any Option will be issued to such Participant.

ARTICLE V

Eligibility

Subject to the provisions of the Plan, the Committee shall, from time to time, select from its directors and Eligible Employees those to whom Options shall be granted and shall determine the type or types of Options to be granted and shall establish in the related Option Agreements the terms, conditions, restrictions and/or limitations, if any, applicable to the Options in addition to those set forth in the Plan and the administrative rules and regulations issued by the Committee.

ARTICLE VI

Stock Options

Section 6.01 Grant of Options. The Committee may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant Options to directors and Eligible Employees. These Options may be Incentive Stock Options or Nonqualified Stock Options, or a combination of both. Each grant of an Option shall be evidenced by an Option Agreement executed by the Company and the Participant, and shall contain such terms and conditions and be in such form as the Committee may from time to time approve subject to the requirements of Section 6.02.

 

Section

6.02 Con


 
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