Exhibit






Exhibit 10.1


RESIGNATION AND STOCK ACCELERATION AGREEMENT


This Resignation and Stock Acceleration Agreement  ("Agreement")  is entered  into this 7th day of April, 2017,  between Glen Brown, Senior Vice President, Exploration ("Employee"), and Continental Resources, Inc., its subsidiaries, directors, officers, employees, shareholders, representatives, agents, or insurers, both current and former (collectively "CLR" or "Employer").
WHEREAS, Employee is currently employed by CLR;
WHEREAS, Employee has chosen to resign his employment with Employer; and
WHEREAS, CLR has chosen to accelerate vesting of Employee's restricted stock award, a  benefit  to  which  Employee  would  not  otherwise  be  entitled,  in exchange  for  Employee's agreement  and  compliance  with  the confidentiality  and  non-solicitation  provisions  contained herein.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, Employee and CLR agree as follows:


1.        RESIGNATION DATE. Employee tendered his resignation which is hereby accepted by CLR and to be effective at the time of CLR's normal close of business on April 7, 2017 (the "Resignation Date"). Upon Resignation Date, all salary payments from CLR will cease and any benefits due Employee under CLR provided benefit plans, programs, or practices will terminate, except as required by federal or state law or otherwise described in this Agreement or CLR Plan Documents.


2.         REPRESENTATIONS    AND   REVIEW.      Employee   specifically   acknowledges   the following:
a.       Employee is advised by Employer to seek the advice and counsel of an attorney prior to signing this Agreement;
b.         Employee has carefully read and fully understands all of the provisions of this Agreement;
c.        Employee has the full and complete capacity,  authority,  understanding, and intent to enter this Agreement knowingly and voluntarily, and has not been subject to coercion, fraud or distress; and
d.      Employee knowingly and voluntarily intends to be legally bound by this Agreement.











3.     POST-RESIGNATION CONFIDENTIALITY OBLIGATIONS.  In consideration  of the compensation   described  in  this  Agreement,   which  Employee  acknowledges   he  would  not otherwise be entitled to receive, Employee acknowledges and reaffirms Employee's obligation to keep confidential  all non-public  information,  confidential  and proprietary  information  of CLR and acknowledges  the policies of CLR are incorporated  herein by reference  and remain in full force  and  effect.  As Senior Vice President,  Exploration,  Employee  had  access  to  the  most confidential and proprietary information of CLR.  This information was entrusted to Employee in light of his position and employment  with CLR and includes  CLR's  legal matters,  information relating  to  the  business  affairs  of  the  Company,  its  subsidiaries  and  affiliates,  information concerning   research   and  development   activities,  oil  and  gas  exploration   or   development prospects and ideas and strategies, operating and production information and procedures, project development   and  processing  techniques  and  know  how,  software,  firmware  and  computer programs   and  elements   of  design   relating   thereto   (including   for   example,   programming techniques  and  the  construction   of  knowledge  bases),  geologic  and  seismic  maps,  reports summaries  drawings  and  related  materials,  cost,  profit  and  market  information,   nonpublic financial  and  other  business  information  with  respect  to  CLR,  its subsidiaries  and  affiliates, business  information  including  materials  ordered  by  the CLR,  its  subsidiaries  and  affiliates, prices and delivery schedules and any portion of a memorandum, note, analysis, summary report or  other  document  from  a record  or  material  which  contains,  reflects  or  is based  upon  any confidential  information  ("Confidential   Information").   The Confidential Information is not limited or restricted by the medium used to store, preserve or retain such information or data.  As an employee   of   CLR, Employee  acknowledges  he was and remains subject to CLR's Confidential and Proprietary Information Policy, Electronics Communication Policy, Conflict of Interest and Business Ethics Policy, and Code of Ethics as well as other related policies.  Under CLR's policies and applicable law, Employee cannot legally divulge to third parties or utilize in any manner any Confidential or Proprietary information you possess following the Resignation Date.


4.     RETURN OF CLR PROPERTY.  Employee represents and confirms on the Resignation Date he will return to CLR all CLR property and equipment in Employee's possession or control, including, but not limited to, keys, equipment (including, but not limited to, computer hardware, software  and printers,  wireless  handheld  devices,  cellular  phones,  and pagers),  identification badges, vehicles, customer information, customer lists, employee lists, CLR files, notes, papers, contracts,   records,   business  plans,  financial  information,   specifications,   computer-recorded information,  tangible property, and any other material of any kind which contain or embody any proprietary or confidential  material of CLR (including all reproductions).   Likewise, Employee agrees to delete any CLR business information, including, but not limited to, customer contact or vendor contact names, phone numbers, email addresses, and other 







Confidential Information from every cell phone, PDA or computer in your possession or control.  Employee recognizes the law prohibits Employee from using or disclosing any confidential information of the Company, even if it is possessed solely in Employee's memory.   Thus, even after following the above steps, Employee should not use the Company's confidential information or disclose such information to his new employer or any competitor.  Employee acknowledges and understands the Company treats seriously the unauthorized use of its confidential information or data.


5.         EMPLOYEE   OWNERSHIP   OF OVERRIDING   ROYALTIES   NOT SUBJECT TO THIS AGREEMENT.  CLR acknowledges Employee owns certain overriding royalty interests in Oklahoma, Kansas, and Texas, through his limited liability company known as "NELLC."  CLR recognizes Employee  fully disclosed these personal overriding  royalty interests to CLR prior to his employment,  and  has continued  to  disclose  any  information  relevant  to these  overriding royalty  interests  to CLR  throughout his employment  in compliance  with CLR's  Conflicts  of Interest  Policy.    CLR  hereby  acknowledges  and  confirms  that  any  of  Employee's  personal overriding  royalty  interests  owned  through  NELLC  are  not subject  to nor implicated  by any provision of this Agreement, nor does this Agreement impose any obligation on Employee whatsoever with respect to his personal overriding royalty interests.


6.         PROHIBITION OF SOLICITATION.     For  a period  of  one  (1) year  from  and  after Resignation  Date, Employee  shall not, directly or  indirectly,  actively or inactively,  (a) solicit, induce  or  influence,  or  attempt  to solicit,  induce  or  influence,  any  person  who  is a current employee or independent contractor of CLR to terminate his or her employment  with CLR or to accept employment  with another company, nor (b) aid, assist or abet any other person, firm or corporation in any of the activities prohibited in the immediately preceding clause (a).  Employee acknowledges this prohibition on solicitation of CLR employees and independent contractors is valid and enforceable pursuant to 15 Okla. Stat.§ 219B.


7.        OBLIGATION OF THE PARTIES AND RIGHT TO SPECIFIC ENFORCEMENT. Because  of  the  unique  nature  of  the  obligations  set  forth  herein,  the  parties  warrant  and specifically charge any court and/or reviewing body that the Agreement and obligations set forth herein are specifically enforceable.


8.         CONSIDERATION: Employee acknowledges Employer does not offer any benefits upon an Employee's voluntary resignation from employment, and Employee is not entitled to receive any severance or termination benefits, except as expressly provided herein:









a.   Employer will accelerate vesting of 12,000 shares of Employee's restricted stock award.


9.         CONSTRUCTION OF THIS AGREEMENT.   All parties specifically charge and require any court,  agency, or trier of fact engaged in a review or interpretation  of this Agreement shall give effect to its whole and/or specific parts, so as to enforce this Agreement and its obligation, regardless of any local rule of construction.  In furtherance of this, all parties specifically charge the trier of fact to give effect to the intent of the parties, even if in so doing, reformation  of specific  provisions  of the Agreement  is required, consistent  with the terms of the Agreement. So, too, if any part of this Agreement is declared invalid, the parties charge that the remainder shall be enforced except that if the Release is declared invalid, the Agreement shall be void and all consideration paid shall be returned by Employee.  This Agreement is to be interpreted in accordance with the laws of the State of Oklahoma.


10.       COOPERATION  AND ASSISTANCE.   After the Resignation Date, Employee agrees to cooperate with and assist the Employer and its representatives and attorneys as requested  with respect   to  any  litigation,  arbitrations   or  other  dispute  resolutions   by  being  available   for interviews,  depositions  and/or  testimony  in regard  to  any  matters  in  which  he was involved during his employment  with the Employer or with respect to which he has relevant information. The  Employer  will  reimburse  Employee  for  his  reasonable  travel  and  lodging  expenses  in connection  with this obligation.   For ease of computation, the parties agree such compensation will be $125.00 per hour.


11.       NON-DISPARAGEMENT.   Employee  further  agrees  he will  not defame, disparage  or make statements which could embarrass or cause harm to the Employer's name and reputation or the names and reputations  of any of its officers,  directors or representatives  to the Employer's current,  former  or  prospective  vendors,  customers,  professional  colleagues,  industry organizations, associates or contractors, or to any governmental or regulatory agency.


12.     TAX OBLIGATIONS.     Employee acknowledges Employer has not made any representations to him regarding the tax consequences of any of the amounts received by him pursuant to this Agreement.  Employer has neither offered nor provided any advice to Employee regarding   any tax obligations.     Employee   is wholly liable   and responsible   for any tax ramifications resulting from this Agreement.


13.       ENTIRE   AGREEMENT;   MODIFICATION   BY WRITING   ONLY.     There  are  no agreements   other  than  those  expressly   stated  herein  to  induce  any  party  to  execute  this Agreement.   This 







Agreement incorporates, embodies, expresses,  and supersedes  all agreements and understandings  between or among its signatories,  and this Agreement  may not be altered or modified except in writing duly executed by each of its signatories.


14.      NO ADMISSIONS.   This Agreement and compliance  with this Agreement by Employer shall  not  be  construed  as  an  admission  by  Employer  of  any  liability  whatsoever,  or  as  an admission by Employer of any violation of any rights held by Employee.




EMPLOYEE:




/s/ Glen Brown
GLEN BROWN
Dated: April 7, 2017
                        






CONTINENTAL RESOURCES, INC.:




By: /s/ Jack Stark
Dated: April 7, 2017