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.
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“ 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.
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Section
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3.02 Powers of the Committee .
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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.