CONTINENTAL RESOURCES Form DEF 14A, Due: May 19

APPENDIX B
CONTINENTAL RESOURCES, INC.
2022 LONG-TERM INCENTIVE PLAN
1. Goal. The objective of Continental Resources, Inc.’s 2022 Long-Term Incentive Plan (the “Plan“) is to provide a means by which (a) Continental Resources, Inc., an Oklahoma corporation (the “Company“), and Affiliates may attract, retain, and motivate qualified individuals as employees, directors, consultants, and other individual service providers, thereby enhancing the profitable growth of the Company and Affiliates and (b) the individuals upon whom responsibilities for the successful administration and management of the Company and Affiliates, and whose current and potential contributions to the Company and Affiliates are material, may acquire and retain stock or awards the value of which is tied to the performance of the Company, thereby reinforcing their concern for the Company and the Affiliates.As a result, the plan provides for the granting of options, SARs, restricted stock, restricted stock units, performance awards shares, dividend equivalents, other stock-based awards, cash awards, replacement awards, or any combination of the foregoing, such as determined by the Committee in its sole discretion.
2. Definitions. For the purposes of the Plan, the following terms shall be defined as set forth below:
(a) “Affiliate” means, with respect to any person or entity, any corporation, partnership, limited liability company, limited liability company, association, trust or other organization which, directly or indirectly, controls, is controlled by, or is under common control with, such person or entity. For purposes of the preceding sentence, “control” (including, with consequential meanings, the terms “controlled by” and “under common control with”), as used in with respect to any entity or organization, means the possession, directly or indirectly, of the power (i) to vote more than 50% of the ordinary voting securities for the election of directors of the entity or organization or (ii) to direct or cause to be directed the management and policies of the controlled entity or organization, whether through ownership of voting securities, by contract or otherwise.
(b)”CSA Subject 718means subject 718 of the Financial Accounting Standards Board Consolidation of Accounting Standards, Compensation – Share-Based Compensationas amended or any successor accounting standard.
(vs) “Awardmeans any option, SAR, restricted stock, restricted stock unit, stock award, dividend equivalent, other stock-based award, cash award or replacement award, and any other right or interest, granted in under the plan.
(D) “Award agreementmeans any written document (including any employment, termination or change of control agreement) that sets forth the terms, conditions, restrictions and/or limitations applicable to an award, in addition to those set forth in the Plan.
(e)”Plankmeans the Board of Directors of the Company.
(F)”Cash reward” means a cash-denominated award granted pursuant to
Section 6(i).
(g)”Change of controlmeans, unless otherwise provided in an Award Agreement, the occurrence of any of the following events after the Effective Date:
(i) The realization of a promise to acquire or a public takeover bid on the usufruct (within the meaning of the Rule 13d-3 enacted under the Exchange Act) by any individual, entity or group (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act) of 50% or more of (x) then outstanding shares of shares (the “Exceptional stock“) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding voting securities of the company”); provided, Neverthelessthat for the purposes of this clause (i), the following acquisitions do not constitute a change of control: (A) any acquisition directly from the Company, (B) any acquisition by the Company or its subsidiaries, (C) any acquisition by any benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (D) any acquisition by any entity pursuant to a transaction pursuant to clauses (A), ( B) and (C) of clause (iii) below or (E) any transaction in which the outstanding shares or the outstanding voting securities of the company are issued, sold or transferred to an excluded person;
(ii) The persons constituting the Board on the Effective Date (the “Full directors”) cease for any reason (other than death or disability) to constitute at least a majority of the Board; provided, Neverthelessthat any individual becoming
B-1