Exhibit 10.12
CASH AWARD AGREEMENT
Continental Resources, Inc.
Second Amended and Restated 2022 Long Term Incentive Plan
EMPLOYEE AGREEMENT
Grantee: | ______________ |
Date of Grant: | ______________ |
Value of Target Cash Award: | ______________ |
THIS CASH AWARD AGREEMENT (the “Award Agreement”), is entered into as of [●] (the “Date of Grant”) by and between [●] (the “Participant”) and CONTINENTAL RESOURCES, INC. (the “Company”):
WITNESSETH:
WHEREAS, the Participant is an employee of the Company, and it is important that the Participant be encouraged to remain in its employ; and
WHEREAS, in recognition of such facts, the Company desires to provide to the Participant an incentive cash award pursuant to the Second Amended and Restated Continental Resources, Inc. 2022 Long Term Incentive Plan (as amended, the “Plan”), a copy of which has been provided to the Participant; and
WHEREAS, the Cash Award granted herein shall track the appraised value of the Company from the Date of Grant until the applicable Vesting Date, and the Participant shall at no time have any rights or benefits associated with a holder of a share of Stock; and
WHEREAS, any capitalized terms used but not defined herein have the same meanings given them in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the Participant and the Company hereby agree as follows:
You shall not be entitled to receive any interest with respect to the timing and payment of any portion of the Cash Award, as applicable. In the event all or any portion of the Cash Award granted hereby fail to become vested under Section 2, the unvested portion of the Award shall be forfeited to the Company for no consideration.
Notwithstanding the foregoing and in accordance with the applicable provisions of the Plan, in the case of vesting in connection with a Change in Control, if such Change in Control is not also a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code, the payment described in this Section 4 shall be made on the earlier to occur of (1) the Vesting Date specified in Section 2 hereof, and (2) the occurrence of an event that constitutes a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code with respect to the Company (with payment made as soon as reasonably practicable following such event).
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the Date of Grant.
Continental Resources, Inc.,
an Oklahoma corporation
By:
“Participant”
__________________________________________