Exhibit 10.9
THIRD AMENDED AND RESTATED CONTINENTAL RESOURCES, INC.
2013 LONG-TERM INCENTIVE PLAN
PURPOSE
The Company entered into that certain Agreement and Plan of Merger with Omega Acquisition, Inc., on October 16, 2022 (the “Merger”). On October 24, 2022, Harold Hamm, the Company’s founder, commenced a tender offer to acquire all outstanding shares of the Company’s stock, other than certain excluded rollover shares (the “Offer”). The Offer and the Merger resulted in the Company ceasing to be listed as a public company on the New York Stock Exchange, therefore effective November 22, 2022, the Company adopted a second amendment and restatement of the Plan in order to modify the terms and conditions of the Plan as applicable to a private company.
This third amendment and restatement of the Plan is intended to further update certain administrative provisions of the Plan, and shall become effective as of the Effective Date. As noted above, as of the Effective Date, there are zero (0) shares of Common Stock available for issuance pursuant to the Plan, and no Awards that may or must be settled in the form of Common Stock shall be granted following the Effective Date unless or until the Company amends this Plan to provide otherwise. All references to Awards that may or must be settled in Common Stock shall remain a part of this Plan in order to give context to applicable Awards granted prior to the Effective Date.
1
DEFINITIONS
Notwithstanding the definition above, with respect to any award subject to the limitations and requirements of the Nonqualified Deferred Compensation Rules, a “Change of Control Event” for purposes of triggering the exercisability, settlement or other payment or distribution of such Award shall not occur unless a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation”, as defined in section 1.409A-3(i)(5) of the Treasury Regulations, has also occurred.
2
3
4
5
ADMINISTRATION
Subject to the express provisions of the Plan, and other applicable laws, the Committee shall have exclusive power to:
6
The Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the Company, including the power to perform administrative functions and grant Awards; provided, that such delegation does not violate state or corporate law. Upon any such delegation, all references in the Plan to the “Committee” shall be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated by the Committee, other than with respect to the definition of “Change of Control Value,” “Fair Market Value,” or any reference to the “Committee” within Article XI. Any such delegation shall not limit the right of such subcommittee members or such an officer to receive Awards. The Committee may also appoint agents who are not executive officers of the Company or members of the Board to assist in administering the Plan.
7
SHARES SUBJECT TO THE PLAN
8
STOCK OPTIONS
9
RESTRICTED STOCK AND BONUS STOCK AWARDS
10
11
STOCK APPRECIATION RIGHTS
RESTRICTED STOCK UNITS
12
PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS
OTHER AWARDS
13
RECAPITALIZATION OR REORGANIZATION
14
15
GENERAL
16
17
18
19
20