Exhibit 10.10
CONTINENTAL RESOURCES, INC.
SECOND AMENDED AND RESTATED 2022 LONG TERM INCENTIVE PLAN
The Plan was originally adopted to become effective May 19, 2022 (the “Original Effective Date”). 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 of the 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 an amended and restated version of the Plan in order to modify the terms and conditions of the Plan as appropriate for a private company.
This second 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. Notwithstanding anything to the contrary within this Plan that may be set forth below or in any Award Agreement, no Awards that may or must be settled in the form of Stock shall be granted following the Effective Date unless or until the Company amends this Plan to provide otherwise; provided, however, that the Company will retain the approved pool of shares of Stock that may be available for issuance pursuant to this Plan under Section 4(a) below. All references to Awards that may or must be settled in Stock shall remain a part of this Plan in order to give context to applicable Awards granted prior to the Effective Date.
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Notwithstanding any provision of this Section 2(g), for purposes of an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules, to the extent the impact of a Change in Control on such Award would subject a Participant to additional taxes under the Nonqualified Deferred Compensation Rules, a Change in Control described above with respect to such Award will mean both a Change in Control and a “change in the ownership of a corporation,” “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of the Nonqualified Deferred Compensation Rules as applied to the Company.
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The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, Affiliates, stockholders, Participants, beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant. The Committee’s determinations need not be uniform with respect to Participants, and need not apply consistently across Awards.
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provided, however, that so long as the event is not an Adjustment Event, the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding. If an Adjustment Event occurs, this Section 8(e) shall only apply to the extent it is not in conflict with Section 8(d).
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