Exhibit 10.1
INDEMNIFICATION AGREEMENT
THIS AGREEMENT is dated , between Continental Resources, Inc. (the “Corporation”), and the undersigned director, executive officer (“Officer”) of the Corporation or member of an advisory board (“Advisory Member”) to the Corporation’s Board of Directors or any committee thereof (any of the above are referred to herein as the “Indemnitee”).
WHEREAS, the Corporation has adopted the Fifth Amended and Restated Certificate of Incorporation (the “Charter”) and the Fifth Amended and Restated Bylaws (the “Bylaws”) providing for indemnification of the Corporation’s directors, Officers and Advisory Members, 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, Officers and/or Advisory Members; and
WHEREAS, there are potential concerns relating to the sufficiency and availability of Directors and Officers Liability Insurance (“D&O Insurance”) that the Corporation has or intends to purchase to provide protection against any potential liabilities for directors, Officers and/or Advisory Members which might result from 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 Indemnitee may serve free from undue concern regarding possible liability; and
WHEREAS, Indemnitee is willing to serve on the condition that Indemnitee is indemnified;
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Corporation and Indemnitee covenant and agree as follows:
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Indemnitee shall cooperate with the person, persons, or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons, or entity, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure, and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee's entitlement to indemnification), and the Corporation indemnifies and agrees to hold Indemnitee harmless therefrom.
The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, committee thereof, independent legal counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, committee thereof, independent legal counsel or shareholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.
CORPORATION
By:
Name: Doug Lawler
Title: Chief Executive Officer
INDEMNITEE
By:
Name:
Address:
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