Continental Resources, Inc. Summary of Non-Employee Director Compensation Approved as of May19, 2016 to be effective July1, 2016

EX-10.1 2 ex101-2q2016.htm EXHIBIT 10.1 - NON-EMPLOYEE DIRECTOR COMPENSATION Exhibit


Exhibit 10.1
Continental Resources, Inc.
Summary of Non-Employee Director Compensation
Approved as of May 19, 2016 to be effective July 1, 2016
Retainers/Fees
Non-employee directors of Continental Resources, Inc. (the “Company”) receive the following compensation:
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An annual cash retainer of $60,500 per year (the previous amount was $50,000);
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The Lead Director is paid an additional annual retainer of $12,000 (the previous amount was $10,000);
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The chair of the Audit Committee is paid an additional annual retainer of $25,000 (the previous amount was $20,000) and Audit Committee members other than the chair of the committee are paid an additional annual retainer of $21,875 (the previous amount was $9,000);
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The chair of the Compensation Committee is paid an additional annual retainer of $15,000 (the previous amount was $15,000) and Compensation Committee members other than the chair of the committee are paid an additional annual retainer of $11,765 (the previous amount was $5,500);
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The chair of the Nominating/Corporate Governance Committee is paid an additional annual retainer of $16,000 (the previous amount was $10,000) and Nominating/Corporate Governance Committee members other than the chair of the committee are paid an additional annual retainer of $10,765 (the previous amount was $5,000); and
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The chair of the Finance Committee is currently Harold Hamm, who is the only employee director on the Board. As a result, there is no retainer associated with the chair position. Finance Committee members other than the chair of the committee are paid an additional annual retainer of $10,000 (the previous amount was $5,000).
Harold Hamm who is a director and employee and a member of the Nominating/Corporate Governance Committee and Finance Committee will not receive any of the retainers described above. In exchange for receiving the increased retainer amounts described above, all fees associated with meetings (in-person or telephonic) or written consents of the Board or any committees thereof have been eliminated as of the effective date described above.
Equity-Based Compensation
Non-employee directors receive grants of restricted stock with vesting periods ranging from one to three years pursuant to the terms of the Continental Resources, Inc. 2013 Long-Term Incentive Plan (the “2013 Plan”). The number of shares granted is at the discretion of the Board of Directors. Currently, the targeted grant value for annual non-employee director restricted stock grants is $240,000. In February 2008, the Board of Directors approved a common stock ownership requirement for non-employee directors. Each non-employee director is expected to own shares of the Company’s common stock with a market value equal to at least three times the base annual retainer. Until the common stock ownership guideline is achieved, each non-employee director is expected to retain 100% of the shares received as a result of restricted shares granted under the 2013 Plan and/or the Continental Resources, Inc. 2005 Long-Term Incentive Plan (the predecessor to the 2013 Plan). Shares owned directly by, or held in trust for, the non-employee director or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation of market value.