Exhibit 10.6
CONTINENTAL RESOURCES, INC.
2000 STOCK OPTION PLAN
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.
"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.
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 Conditions of Options. Each Option so granted shall be subject to
the following conditions:
(a) Exercise Price. As limited by Section 6.02(e) below, each Option shall
state the exercise price which shall be set by the Committee at the Date of
Grant; provided, however, no Nonqualified Stock Option shall be granted at an
exercise price which is less than 50% of the Fair Market Value of the Common
Stock on the Date of Grant.
(b) Form of Payment. The exercise price of an Option may be paid (i) in
cash or by check, bank draft or money order payable to the order of the Company;
(ii) by delivering shares of Common Stock or other equity securities of the
Company having a Fair Market Value on the date of payment equal to the amount of
the exercise price, but only to the extent such exercise of an Option would not
result in an accounting charge with respect to the shares used to pay the
exercise price unless otherwise determined by the Committee; or (iii) a
combination of the foregoing. In addition to the foregoing, subject to the
discretion of the Committee, any Option granted under the Plan may be exercised
by a broker-dealer acting on behalf of a Participant if (A) the broker-dealer
has received from the Participant or the Company a notice evidencing the
exercise of such Option and instructions signed by the Participant requesting
the Company to deliver the shares of Common Stock subject to such Option to the
broker-dealer on behalf of the Participant and specifying the account into which
such shares should be deposited, (B) adequate provision has been made with
respect to the payment of any withholding taxes due upon such exercise or, in
the case of an Incentive Stock Option, upon the premature disposition of such
shares and (C) the broker-dealer and the Participant have otherwise complied
with Section 220.3(e)(4) of Regulation T, 12 CFR, Part 220 and any successor
rules and regulations applicable to such exercise.
(c) Exercise of Options. Options granted under the Plan shall be
exercisable, in whole or in such installments and at such times, and shall
expire at such time, as shall be provided by the Committee in the Option
Agreement. Exercise of an Option shall be by written notice stating the election
to exercise in the form and manner determined by the Committee. Every share of
Common Stock acquired through the exercise of an Option shall be deemed to be
fully paid at the time of exercise and payment of the exercise price.
(d) Other Terms and Conditions. Among other conditions that may be imposed
by the Committee, if deemed appropriate, are those relating to (i) the period or
periods and the conditions of exercisability of any Option; (ii) the minimum
periods during which Participants must be employed by the Company, its
Subsidiaries, or an Affiliated Entity or must hold Options before they may be
exercised; (iii) the minimum periods during which shares acquired upon the
exercise of Options must be held before sale or transfer shall be permitted;
(iv) conditions under which Options or shares may be subject to forfeiture; (v)
the frequency of exercise or the minimum or maximum number of shares that may be
acquired at any one time and (vi) the achievement by the Company of specified
performance criteria.
(e) Special Restrictions Relating to Incentive Stock Options. Options
issued in the form of Incentive Stock Options shall not be granted to
individuals who are not Eligible Employees of the Company or a Subsidiary and
shall, in addition to being subject to all applicable terms, conditions,
restrictions and/or limitations established by the Committee, comply with the
requirements of Section 422 of the Code (or any successor Section thereto),
including, without limitation, the requirement that the exercise price of an
Incentive Stock Option not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant, the requirement that each Incentive Stock
Option, unless sooner exercised, terminated or cancelled, expire no later than
10 years from its Date of Grant, and the requirement that the aggregate Fair
Market Value (determined on the Date of Grant) of the Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year (under this Plan or any other plan of the
Company, its parent or any Subsidiary) not exceed $100,000. Incentive Stock
Options which are in excess of the applicable $100,000 limitation will be
automatically recharacterized as Nonqualified Stock Options as provided under
Section 6.03 of this Plan. No Incentive Stock Options shall be granted to any
Eligible Employee if, immediately before the grant of an Incentive Stock Option,
such Eligible Employee owns more than 10% of the total combined voting power of
all classes of stock of the Company or its Subsidiaries (as determined in
accordance with the stock attribution rules contained in Sections 422 and 424(d)
of the Code). Provided, the preceding sentence shall not apply if, at the time
the Incentive Stock Option is granted, the exercise price is at least 110% of
the Fair Market Value of the Common Stock subject to the Incentive Stock Option,
and such Incentive Stock Option by its terms is exercisable no more than five
years from the date such Incentive Stock Option is granted.
(f) Shareholder Rights. No Participant shall have a right as a shareholder
with respect to any share of Common Stock subject to an Option prior to purchase
of such shares of Common Stock by exercise of the Option.
Section 6.03 Options Not Qualifying as Incentive Stock Options. With respect to
all or any portion of any Option granted under this Plan not qualifying as an
"incentive stock option" under Section 422 of the Code, such Option shall be
considered as a Nonqualified Stock Option granted under this Plan for all
purposes. Further, this Plan and any Incentive Stock Options granted hereunder
shall be deemed to have incorporated by reference all the provisions and
requirements of Section 422 of the Code (and the Treasury Regulations issued
thereunder) which are required to provide that all Incentive Stock Options
granted hereunder shall be "incentive stock options" described in Section 422 of
the Code. Further, in the event that the Committee grants Incentive Stock
Options under this Plan to a Participant, and, in the event that the applicable
limitation contained in Section 6.02(e) herein is exceeded, then, such Incentive
Stock Options in excess of such limitation shall be treated as Nonqualified
Stock Options under this Plan subject to the terms and provisions of the
applicable Award Agreement, except to the extent modified to reflect
recharacterization of the Incentive Stock Options as Nonqualified Stock Options.
ARTICLE VII
Stock Adjustments
In the event that the shares of Common Stock, as presently constituted,
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification, stock
split, combination of shares or otherwise), or if the number of such shares of
Common Stock shall be increased through the payment of a stock dividend, or a
dividend on the shares of Common Stock or rights or warrants to purchase
securities of the Company shall be made, then there shall be substituted for or
added to each share available under and subject to the Plan as provided in
Section 1.03 hereof, and each share theretofore appropriated or thereafter
subject or which may become subject to Options or Restricted Stock Options under
the Plan, the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock shall be so changed or for which each
such share shall be exchanged or to which each such share shall be entitled, as
the case may be, on a fair and equivalent basis in accordance with the
applicable provisions of Section 424 of the Code; provided, however, with
respect to Options, in no such event will such adjustment result in a
modification of any Option as defined in Section 424(h) of the Code. In the
event there shall be any other change in the number or kind of the outstanding
shares of Common Stock, or any stock or other securities into which the Common
Stock shall have been changed or for which it shall have been exchanged, then if
the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in the shares available under and subject to
the Plan, or in any Option theretofore granted or which may be granted under the
Plan, such adjustments shall be made in accordance with such determination,
except that no adjustment of the number of shares of Common Stock available
under the Plan or to which any Option relates that would otherwise be required
shall be made unless and until such adjustment either by itself or with other
adjustments not previously made would require an increase or decrease of at
least 1% in the number of shares of Common Stock available under the Plan or to
which any Option relates immediately prior to the making of such adjustment (the
"Minimum Adjustment"). Any adjustment representing a change of less than such
minimum amount shall be carried forward and made as soon as such adjustment
together with other adjustments required by this Article VII and not previously
made would result in a Minimum Adjustment. Notwithstanding the foregoing, any
adjustment required by this Article VII which otherwise would not result in a
Minimum Adjustment shall be made with respect to shares of Common Stock relating
to any Option immediately prior to exercise, payment or settlement of such
Option.
No fractional shares of Common Stock or units of other securities shall be
issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share.
ARTICLE VIII
General
Section 8.01 Amendment or Termination of Plan. The Board may suspend or
terminate the Plan at any time. In addition, the Board may, from time to time,
amend the Plan in any manner, but may not without shareholder approval adopt any
amendment which would increase the aggregate number of shares of Common Stock
available under the Plan (except by operation of Article VII), provided, that
any amendment to the Plan shall require approval of the shareholders if, in the
opinion of counsel to the Company, such approval is required by any Federal or
state law or any regulations or rules promulgated thereunder.
Section 8.02 Dividends and Dividend Equivalents. The Committee may choose, at
the time of the grant of any Option or any time thereafter up to the time of
payment of such Option, to include as part of such Award an entitlement to
receive dividends or dividend equivalents subject to such terms, conditions,
restrictions, and/or limitations, if any, as the Committee may establish.
Dividends and dividend equivalents granted hereunder shall be paid in such form
and manner (i.e., lump sum or installments), and at such time as the Committee
shall determine. All dividends or dividend equivalents which are not paid
currently may, at the Committee's discretion, accrue interest or be reinvested
into additional shares of Common Stock.
Section 8.03 Acceleration of Otherwise Unexercisable Options on Death,
Disability or Other Special Circumstances. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment due to a
Disability, (ii) the personal representative of a deceased Participant, or (iii)
any other Participant who terminates employment upon the occurrence of special
circumstances (as determined by the Committee) to purchase all or any part of
the shares subject to any unvested Option on the date of the Participant's
Disability, death, or as the Committee otherwise so determines. With respect to
Options which have already vested at the date of such termination or the vesting
of which is accelerated by the Committee in accordance with the foregoing
provision, the Participant or the personal representative of a deceased
Participant shall automatically have the right to exercise such vested Options
within three months of such date of termination of employment or one year in the
case of a Participant suffering a Disability or three years in the case of a
deceased Participant.
Section 8.04 Limited Transferability. The Committee may, in its discretion,
authorize all or a portion of the Nonqualified Stock Options to be granted under
this Plan to be on terms which permit transfer by the Participant to (i) the
ex-spouse of the Participant pursuant to the terms of a domestic relations
order, (ii) the spouse, children or grandchildren of the Participant ("Immediate
Family Members"), (iii) a trust or trusts for the exclusive benefit of such
Immediate Family Members, or (iv) a partnership in which such Immediate Family
Members are the only partners. In addition (x) there may be no consideration for
any such transfer, (y) the Option Agreement pursuant to which such Nonqualified
Stock Options are granted must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this paragraph, and (z)
subsequent transfers of transferred Nonqualified Stock Options shall be
prohibited except as set forth below in this Section 8.04. Following transfer,
any such Nonqualified Stock Options shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Section 8.03 hereof the term "Participant" shall be deemed
to refer to the transferee. The events of termination of employment of Section
8.03 hereof shall continue to be applied with respect to the original
Participant, following which the Options shall be exercisable by the transferee
only to the extent, and for the periods specified in Section 8.03 hereof. No
transfer pursuant to this paragraph 9.04 shall be effective to bind the Company
unless the Company shall have been furnished with written notice of such
transfer together with such other documents regarding the transfer as the
Committee shall request. In addition, Options shall be transferable by will or
the laws of descent and distribution; however, no such transfer of an Option by
the Participant shall be effective to bind the Company unless the Company shall
have been furnished with written notice of such transfer and an authenticated
copy of the will and/or such other evidence as the Committee may deem necessary
to establish the validity of the transfer and the acceptance by the transferee
of the terms and conditions of such Option.
Section 8.05 Withholding Taxes. A Participant must pay the amount of taxes
required by law upon the exercise or payment of an Option (i) in cash, (ii) by
delivering to the Company shares of Common Stock having a Fair Market Value on
the date of payment equal to the amount of such required withholding taxes, or
(iii) a combination of the foregoing. However, any payment made by Participant
pursuant to either of the foregoing clauses (ii) or (iii) shall not be permitted
if it would result in an accounting charge with respect to such shares used to
pay such taxes unless otherwise approved by the Committee.
Section 8.06 Amendments to Option Agreement. The Committee may at any time
unilaterally amend the terms of any Option Agreement, whether or not presently
exercisable, earned, paid or vested, to the extent it deems appropriate,
including by example and not by limitation, the acceleration of vesting of
Options; provided, however, that any such amendment which is adverse to the
Participant shall require the Participant's consent.
Section 8.07 Securities Laws. The Company shall have no obligation to issue or
deliver certificates representing shares of Common Stock subject to Options if
such issuance or delivery would violate any federal or state securities or other
laws or prior to:
(a) the obtaining of any approval from, or satisfaction of any waiting
period or other condition imposed by, any governmental agency which the
Committee shall, in its sole discretion, determine to be necessary or advisable;
and
(b) the completion of any registration or other qualification of such
shares under any state or Federal law or ruling of any governmental body which
the Committee shall, in its sole discretion, determine to be necessary or
advisable.
Section 8.08 Right to Continued Employment. Participation in the Plan shall not
give any Director any right to remain a Director of the Company or any Eligible
Employee any right to remain in the employ of the Company, any Subsidiary or any
Affiliated Entity. The adoption of this Plan shall not be deemed to give any
Director, Eligible Employee or any other individual any right to be selected as
a Participant or to be granted an Option.
Section 8.09 Reliance on Reports. Each member of the Committee and each member
of the Board shall be fully justified in relying or acting in good faith upon
any report made by the independent public accountants of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself. In no event shall any person
who is or shall have been a member of the Committee or of the Board be liable
for any determination made or other action taken or any omission to act in
reliance upon any such report or information or for any action taken, including
the furnishing of information, or failure to act, if in good faith.
Section 8.10 Construction. Masculine pronouns and other words of masculine
gender shall refer to both men and women.
Section 8.11 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Oklahoma except as superseded by
applicable Federal law.
ARTICLE IX
Acceleration of Options upon Certain Events
Section 9.1 Merger, Disoolution, etc. If the Company shall, pursuant to action
by the Board, at any time propose to dissolve or liquidate or merge into,
consolidate with, or sell or otherwise transfer all or substantially all of its
assets to another corporation ("Transaction") and provision is not made pursuant
to the terms of such Transaction for the assumption by the surviving, resulting
or acquiring corporation of outstanding Options under the Plan, or for the
substitution of new options therefor, the Committee shall cause written notice
of the proposed Transaction to be given to each Participant no less than forty
days prior to the anticipated effective date of the proposed Transaction, and
his Option shall become 100% vested and, prior to a date specified in such
notice, which shall be not more than ten days prior to the anticipated effective
date of the proposed Transaction, each Participant shall have the right to
exercise his Option to purchase any or all of the Common Stock then subject to
such Option. Each Participant, by so notifying the Company in writing, may, in
exercising his Option, condition such exercise upon, and provide that such
exercise shall become effective at the time of, but immediately prior to, the
consummation of the Transaction, in which event such Participant need not make
payment for the Common Stock to be purchased upon exercise of such Option until
five days after written notice by the Company to such Participant that the
Transaction has been consummated. If the Transaction is consummated, each
Option, to the extent not previously exercised prior to the date specified in
the foregoing notice, shall terminate on the effective date of such
consummation. If the Transaction is abandoned, (i) any Common Stock not
purchased upon exercise of such Option shall continue to be available for
purchase in accordance with the other provisions of the Plan and (ii) to the
extent that any Option not exercised prior to such abandonment shall have vested
solely by operation of this Article IX, such vesting shall be deemed annulled,
and the vesting schedule set forth in the Participant's Option Agreement shall
be reinstituted, as of the date of such abandonment.
Section 9.2 Change of Control or Death of Harold Hamm. Promptly following the
first to occur of (a) a Change of Control of the Company, or (b) the death of
Harold Hamm if, immediately prior to the time of his death, the Controlling
Stockholders were the "beneficial owners," as defined in Rule 3d-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, the Committee shall cause written notice
of such event to be given to each Participant and his or her outstanding Options
shall become 100% vested and thereafter each Participant shall have the right to
exercise all or any of his or her Options to purchase Capital Stock then subject
to his or her Options.