Unassociated Document


  


    


     

    SEPARATION
      BENEFIT PLAN

     

    OF
      UNIT CORPORATION AND

     

    PARTICIPATING
      SUBSIDIARIES

     

    as
      amended

     

    effective

     

    August
      21, 2007

     


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    Table
      of Contents

     

    Page

     

    
      	 Article
              1. Scope 	
              1

            
	
               Section
                1.1     Name

            	
              1

            
	
               Section
                1.2     Plan
                Year 

            	
              1

            
	 Article
              2. Definitions 	
              
                1

              

            
	 Article
              3. Benefits 	
               5

            
	
               Section
                3.1     Eligibility 

            	
               5

            
	
               Section
                3.2     Separation
                Benefit  

            	
               5

            
	
               Section
                3.3     Separation
                Benefit
                Amount  

            	
               5

            
	
               Section
                3.4     Separation
                Benefit
                Limitation 

            	
               7

            
	
               Section
                3.5     Withholding
                Tax 

            	
               7

            
	
               Section
                3.6     Reemployment
                of an Eligible
                Employee 

            	
               7

            
	
               Section
                3.7     Integration
                with Disability
                Benefits 

            	
               7

            
	
               Section
                3.8     Plan
                Benefit
                Offset 

            	
               7

            
	
               Section
                3.9     Recoupment 

            	
               7

            
	
               Section
                3.10   Completion
                of Twenty Years of
                Service 

            	
               8

            
	
               Section
                3.11   Change
                in
                Control 

            	
               8

            
	
               Article
                4. Method of
                Payment 

            	
               8

            
	
               Section
                4.1     Separation
                Benefit
                Payment 

            	
               8

            
	
               Section
                4.2     Protection
                of
                Business 

            	
               8

            
	
               Section
                4.3     Death

            	
               8

            
	 Article
              5. Waiver and Release of
              Claims	
               9

            
	 Article
              6. Funding 	
               9

            
	 Article
              7. Operation 	
               10

            
	
               Section
                7.1     Employing
                Company
                Participation 

            	
               10

            
	
               Section
                7.2     Status
                of
                Subsidiaries 

            	
               10

            
	
               Section
                7.3     Termination
                by an Employing
                Company 

            	
               10

            
	 Article
              8. Administration 	
               10

            
	
               Section
                8.1     Named
                Fiduciary 

            	
               10

            
	
               Section
                8.2     Fiduciary
                Responsibilities 

            	
               10

            
	
               Section
                8.3     Specific
                Fiduciary
                Responsibilities 

            	
               10

            
	
               Section
                8.4     Allocations
                and Delegations of
                Responsibility 

            	
               11

            
	
               Section
                8.5     Advisors

            	
               11

            
	
               Section
                8.6     Plan
                Determination 

            	
               11

            


    

    


    
      
        
        

      

      
        i

        
        

      

      
        
        

      

    

    
      	
               Section
                8.7     Claims
                Review
                Procedure 

            	
               11

            
	
               Section
                8.8     Modification
                and
                Termination 

            	
               13

            
	
               Section
                8.9     Indemnification 

            	
               13

            
	
               Section
                8.10   Successful
                Defense 

            	
               13

            
	
               Section
                8.11   Unsuccessful
                Defense 

            	
               13

            
	
               Section
                8.12   Advance
                Payments 

            	
               13

            
	
               Section
                8.13   Repayment
                of Advance
                Payments 

            	
               14

            
	
               Section
                8.14   Right
                of
                Indemnification 

            	
               14

            
	 Article
              9. Effective Date 	
               14

            
	 Article
              10. Miscellaneous 	
               14

            
	
               Section
                10.1    Assignment

            	
               14

            
	
               Section
                10.1    Governing
                Law 

            	
               14

            
	
               Section
                10.1    Employing
                Company
                Records 

            	
               14

            
	
               Section
                10.1    Employment
                Non-Contractual 

            	
               14

            
	
               Section
                10.1    Taxes

            	
               15

            
	
               Section
                10.1    Binding
                Effect 

            	
               15

            


    

     

     

     

    Attachment
      A - Separation Agreement

     

    Attachment
      B - Separation Agreement

     


    
      
        
        

      

      
        ii

        
        

      

      
        
        

      

    


    SEPARATION
      BENEFIT PLAN

     

    OF
      UNIT CORPORATION AND

     

    PARTICIPATING
      SUBSIDIARIES

     

    Introduction

     

    The
      purpose of this Plan is to provide financial assistance to Eligible Employees
      whose employment has terminated under certain conditions, in consideration
      of
      the waiver and release by such employees of any claims arising or alleged to
      arise from their employment or the termination of employment. No employee is
      entitled to any payment under this Plan except in exchange for and upon the
      Employing Company’s receipt of a written waiver and release given in accordance
      with the provisions of this Plan.

     

    ARTICLE
      1.

    SCOPE

     

    Section
      1.1  Name

     

    This
      Plan
      shall be known as the Separation Benefit Plan of Unit Corporation and
      Participating Subsidiaries.

     

    Section
      1.2  Plan
      Year

     

    The
      Plan
      Year is the calendar year.

     

    ARTICLE
      2.

    DEFINITIONS

     

    
      	
              2.1  

            	
              “Administration
                Committee” means the Committee established and appointed by the Board of
                Directors or by a committee of the Board of
                Directors.

            


    

     

    
      	
              2.2  

            	
              “Base
                Salary” means the regular basic cash remuneration before deductions for
                taxes and other items withheld, and without regard to any salary
                reduction
                pursuant to any plans maintained by an Employing Company under Section
                401
                (k) or 125 of the Code, payable to an Employee for services rendered
                to an
                Employing Company, but not including pay for Bonuses, incentive
                compensation, special pay, awards or
                commissions.

            


    

     

    
      	
              2.3  

            	
              “Beneficiary”
                means the person designated by an Eligible Employee in a written
                instrument filed with an Employing Company to receive benefits under
                this
                Plan.

            


    

     

    
      	
              2.4  

            	
              “Board
                of Directors” means the board of directors of the
                Company.

            


    

     

    
      	
              2.5  

            	
              “Bonus”
                means any annual incentive compensation paid to an Employee over
                and above
                Base Salary earned and paid in cash or
                otherwise.

            


    

     

    
      	
              2.6  

            	
              “Change
                in Control” of the Company shall be deemed to have occurred as of the
                first day that any one or more of the following conditions shall
                have been
                satisfied:

            


    

     

    (i)   On
      the close of business on the tenth day following the time the Company learns
      of
      the acquisition by any individual entity or group (a “Person”), including any
“person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,
      of beneficial ownership within the meaning of Rule 13d 3 promulgated under
      the
      Exchange Act, of 15% or more of either (i) the then outstanding shares of Common
      Stock of the Company (the “Outstanding Company Common Stock”) or (ii) the
      combined voting power of the then outstanding securities of the Company entitled
      to vote generally in the

    
      
        
        

      

      
        1

        
        

      

      
        
        
election
        of Directors (the “Outstanding Company Voting Securities”); excluding, however,
        the following: (A) any acquisition directly from the Company (excluding any
        acquisition resulting from the exercise of an exercise, conversion or exchange
        privilege unless the security being so exercised, converted or exchanged
        was
        acquired directly from the Company); (B) any acquisition by the Company;
        (C) any
        acquisition by an employee benefit plan (or related trust) sponsored or
        maintained by the Company or any corporation controlled by the Company; (D)
        any
        acquisition by any corporation pursuant to a transaction with complies with
        clauses (i), (ii) and (iii) of subsection (iii) of this definition and (E)
        if
        the Board of Directors of the Company determines in good faith that a Person
        became the beneficial owner of 15% or more of the Outstanding Company Common
        Stock inadvertently (including, without limitation, because (A) such Person
        was
        unaware that it beneficially owned a percentage of Outstanding Company Common
        Stock that would cause a Change of Control or (B) such Person was aware of
        the
        extent of its beneficial ownership of Outstanding Company Common Stock but
        had
        no actual knowledge of the consequences of such beneficial ownership under
        this
        Plan) and without any intention of changing or influencing control of the
        Company, then the beneficial ownership of Outstanding Company Common Stock
        by
        that Person shall not be deemed to be or to have become a Change of Control
        for
        any purposes of this Plan unless and until such Person shall have failed
        to
        divest itself, as soon as practicable (as determined, in good faith, by the
        Board of Directors of the Company), of beneficial ownership of a sufficient
        number of Outstanding Company Common Stock so that such Person's beneficial
        ownership of Outstanding Company Common Stock would no longer otherwise qualify
        as a Change of Control;

    

     

    (ii)   individuals
      who, as of the date hereof, constitute the Board of Directors (the “Incumbent
      Board”) cease for any reason to constitute at least a majority of such Board;
      provided that any individual who becomes a Director of the Company subsequent
      to
      the date hereof whose election, or nomination for election by the Company’s
      stockholders, was approved by the vote of at least a majority of the Directors
      then comprising the Incumbent Board shall be deemed a member of the Incumbent
      Board; and provided further, that any individual who was initially elected
      as a
      Director of the Company as a result of an actual or threatened election contest,
      as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
      Exchange act, or any other actual or threatened solicitation of proxies or
      consents by or on behalf of any Person other than the Board shall not be deemed
      a member of the Incumbent Board;

     

    (iii)   approval
      by the stockholders of the company of a reorganization, merger or consolidation
      or sale or other disposition of all or substantially all of the assets of the
      Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction
      Pursuant to which (i) all or substantially all of the individuals or entities
      who are the beneficial owners, respectively, of the Outstanding Company Common
      Stock and the Outstanding Company Voting Securities immediately prior to such
      Corporate Transaction will beneficially own, directly or indirectly, more than
      70% of, respectively, the outstanding shares of common stock, and the combined
      voting power of the outstanding securities of such corporation entitled to
      vote
      generally in the election of Directors, as the case may be, of the corporation
      resulting from such Corporate Transaction (including, without limitation, a
      corporation which as a result of such transaction owns the Company or all or
      substantially all of the Company’s assets either directly or indirectly) in
      substantially the same proportions relative to each other as their ownership,
      immediately prior to such Corporate Transaction, of the Outstanding Company
      Common stock and the Outstanding Company Voting Securities, as the case may
      be,
      (ii) no Person (other than: the Company; the corporation resulting from such
      Corporate Transaction; and any Person which beneficially owned, immediately
      prior to such Corporate Transaction, directly or indirectly, 25% or more of
      the
      Outstanding Company Common Stock or the Outstanding Voting Securities, as the
      case may be) will beneficially own, directly or indirectly, 25% or more of,
      respectively, the outstanding shares of common stock of the corporation
      resulting from such Corporate Transaction or the combined voting power of the
      outstanding securities of such corporation entitled to vote generally
      in

     

    
      
        
        

      

      
        2

        
        

      

      
        
        
the
        election of Directors and (iii) individuals who were members of the Incumbent
        Board will constitute a majority of the members of the Board of Directors
        of the
        corporation resulting from such Corporate Transaction; or

    

     

    (iv)   approval
      by the stockholders of the Company of a plan of complete liquidation or
      dissolution of the Company.

     

    
      	
              2.7  

            	
              “Change
                of Control Contract” means a Unit Corporation Key Employee Change of
                Control Contract entered into between Unit Corporation and the individual
                identified in such agreement as
“Executive”.

            


    

     

    
      	
              2.8  

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time.

            


    

     

    
      	
              2.9  

            	
              “Company”
                means Unit Corporation, the sponsor of this
                Plan.

            


    

     

    
      	
              2.10  

            	
              “Comparable
                Position” means a job with an Employing Company or successor company at
                the same or higher Base Salary as an Employee’s current job and at a work
                location within reasonable commuting distance from an Employee’s home, as
                determined by such Employee’s Employing
                Company.

            


    

     

    
      	
              2.11  

            	
              “Completed
                Year of Service” means the period of time beginning with an Employee’s
                date of hire or the anniversary of such date of hire and ending twelve
                months thereafter.

            


    

     

    
      	
              2.12  

            	
              “Discharge
                for Cause” means termination of the Employee’s employment by the Employing
                Company due to:

            


    

     

    (i)   the
      consistent failure of the Employee to perform the Employee’s prescribed duties
      to the Employing Company (other than any such failure resulting from the
      Employee’s incapacity due to physical or mental illness);

     

    (ii)   the
      commission by the Employee of a wrongful act that caused or was reasonably
      likely to cause damage to the Employing Company;

     

    (iii)   an
      act of gross negligence, fraud, unfair competition, dishonesty or
      misrepresentation in the performance of the Employee’s duties on behalf of the
      Employing Company;

     

    (iv)   the
      conviction of or the entry of a plea of nolo contendere by the Employee to
      any
      felony or the conviction of or the entry of a plea of nolo contendere to any
      offense involving dishonesty, breach of trust or moral turpitude;
      or

     

    (v)   a
      breach of an Employee’s fiduciary duty involving personal profit.

     

    
      	
              2.13  

            	
              “Eligible
                Employee” means an Employee who is determined to be eligible to
                participate in this Plan and receive benefits under Article
                Three

            


    

     

    
      	
              2.14  

            	
              (a)  “Employee”
                means a person who is

            


    

     

    (i)   a
      regular full-time salaried employee of the Employing Company principally
      employed in the continental United States, Alaska or Hawaii;

     

    (ii)   employed
      by an Employing Company for work on a regular full-time salaried schedule of
      at
      least 40 hours per week for an indefinite period; or

     

    (iii)   a
      regular employee who has been demoted or transferred from a full-time salaried
      position to an hourly position and who, in the discretion of Employing Company
      is deemed to retain his or her eligibility to participate in the
      Plan.

    
      
        
        

      

      
        3

        
        

      

      
        
        

      

    

    (b)  “Employee”
      does not, under any circumstance, mean a person who is

     

    (i)   an
      employee whose compensation is determined on an hourly basis or who holds a
      position with the Employing Company that is generally characterized as an
“hourly” position, except were a specific employee is, after demotion, deemed to
      be eligible to participate in the Plan under paragraph (a)(iii),
      above;

     

    (ii)   an
      employee who is classified by the Employing Company as a temporary
      employee;

     

    (iii)   an
      employee who is a member of a bargaining unit unless the employee’s union has
      bargained this Plan pursuant to a current collective bargaining agreement
      between the Employing Company and the union or the employee’s union bargains
      this Plan pursuant to the bargaining obligations mandated by the National Labor
      Relations Act;

     

    (iv)   an
      employee retained by the Employing Company under a written contract, other
      than
      a Change of Control Contract; or

     

    (v)   any
      worker who is retained by the Company or Employing Company as a “independent
      contractor,” “leased employee,” or “temporary employee” but who is reclassified
      as an “employee” of the Company or Employing Company by a state or federal
      agency or court of competent jurisdiction.

     

    
      	
              2.15  

            	
               “Employing
                Company” means the Company or any subsidiary of the Company electing to
                participate in this Plan under the provisions of Section
                7.1.

            


    

     

    
      	
              2.16  

            	
              “ERISA”
                means the Employee Retirement Income Security Act of 1974, as from
                time to
                time amended, and all regulations and rulings issued thereunder by
                governmental administrative bodies.

            


    

     

    
      	
              2.17  

            	
              “Plan”
                means the Separation Benefit Plan of Unit Corporation and Participating
                Subsidiaries Plan, as set forth herein and as hereafter amended from
                time
                to time.

            


    

     

    
      	
              2.18  

            	
              “Separation
                Benefit” means the benefit provided for under this Plan as determined
                under Article Three.

            


    

     

    
      	
              2.19  

            	
              “Separation
                Period” means the period of time over which an Employee receives
                Separation Benefits under the Plan in semimonthly or other installment
                payments.

            


    

     

    
      	
              2.20  

            	
              “Termination
                of Employment” means an Employee’s separation from the service of an
                Employing Company determined by the Employing Company, provided that
                a
                Termination of Employment does not include any separation from service
                resulting from:

            


    

     

    (i)   Discharge
      for Cause,

     

    (ii)   court
      decree or government action or recommendation having an effect on an Employing
      Company operations or manpower involving rationing or price control or any
      other
      similar type cause beyond the control of an Employing Company,

     

    (iii)   prior
      to a Change in Control, an offer to the Employee of a position with an Employing
      Company, or affiliate, regardless whether the position offered provides
      comparable wages and benefits to the position formerly held by the
      Employee,

     

    (iv)   termination
      pursuant to which an Employee accepts any benefits under an incentive retirement
      plan or other severance or separation plan,

     

    (v)   termination
      of an Employee who has a written employment contract which contains severance
      provisions, or

    
      
        
        

      

      
        4

        
        

      

      
        
        

      

    

    (vi)   failure
      of an Employee to report to work as required by his or her Employing
      Company.

     

    Temporary
      work cessations due to strikes, lockouts or similar reasons shall not be
      considered a Termination of Employment. An Employee’s separation from service in
      connection with the divestiture of any business of an Employing Company shall
      not constitute a Termination of Employment if the Employee is offered a
      Comparable Position by the purchaser or successor of such business, an affiliate
      thereof, or an affiliate of an Employing Company. A separation from service
      by
      an Employee who is offered a Comparable Position arranged for or secured by
      an
      Employing Company does not constitute a Termination of Employment.

     

    Notwithstanding
      anything in this Section 2.20 to the contrary, a Termination of Employment
      shall
      be deemed to include any termination pursuant to which an Employee is entitled
      to receive benefits under the terms of a Change of Control
      Contract.

     

    A
      Termination of Employment shall be effective on the date specified by the
      Employing Company (the “Termination Date”).

     

    
      	
              2.21  

            	
              "Years
                of Service" means the sum of the number of continuous Completed Years
                of
                Service as an Employee of an Employing Company during the period
                of
                employment beginning with the Employee’s most recent hire date and ending
                with the Employee’s most recent termination date.  Provided, in
                the event an Employee was a member of the Board of Directors of an
                Employing Company prior to (or after) the adoption of the August
                21, 2007
                Amendment to the Plan, such Employee shall be credited with the period
                of
                time beginning with his date of hire with an Employing Company, and
                the
                provisions in Section 2.14(b)(vi) of any prior version of the Plan
                shall
                be disregarded.

            


    

     

    ARTICLE
      3.

    BENEFITS

     

    Section
      3.1  Eligibility

     

    Each
      Employee who has at least one active Year of Service with an Employing Company
      immediately preceding the date of his or her Termination of Employment, who
      complies with all administrative requirements of this Plan, including the
      provisions of Article Five, and who works through his/her Termination Date
      and
      who is not engaged in a strike or lockout as of the Termination Date, is
      eligible to participate in this Plan and, subject to all the terms of the Plan,
      receive benefits as provided in this Article Three. An Employee is ineligible
      to
      participate in this Plan if such Employee fails to satisfy any of the
      requirements of this Plan including, but not limited to, failure to establish
      that his or her termination meet the requirements for a Termination of
      Employment.

     

    Section
      3.2  Separation
      Benefit

     

    A
      Separation Benefit shall be provided for Eligible Employees under the provisions
      of this Article Three.

     

    Section
      3.3  Separation
      Benefit Amount

     

    The
      Separation Benefit payable to an Eligible Employee under the Plan shall be
      based, in part, on his/her Years of Service with the Company, or Employing
      Company. The formula for determining an Employee’s Separation Benefit payment
      shall be calculated by dividing the Employee’s average Base Salary for the one
      year period ending immediately prior to the date of Termination of Employment
      by
      52 to calculate the weekly separation benefit (the “Weekly Separation Benefit”).
      The amount of the Separation Benefit payable to the Eligible Employee shall
      then
      be determined in accordance with the following applicable
      provision:

     

     

    
      
        
        

      

      
        5

        
        

      

      
        
        

      

    

     

    3.3.1           Involuntary
      separation - In the event the Termination of Employment is the result of an
      Employing Company terminating the employment of the Eligible Employee, the
      Separation Benefit shall be determined according to the following
      schedule:

     

    Involuntary
      Separation

     

    Schedule
      of Separation Benefits

     

    


     

    
      	
               

              Years
                of

              Service

            	
              Number
                of Weekly

              Separation
                Benefit

              Payments

            	
               

              Years
                of

              Service

            	
              Number
                of Weekly

              Separation
                Benefit

              Payments

            
	
              1

            	
              4

            	
              14

            	
              56

            
	
              2

            	
              8

            	
              15

            	
              60

            
	
              3

            	
              12

            	
              16

            	
              64

            
	
              4

            	
              16

            	
              17

            	
              68

            
	
              5

            	
              20

            	
              18

            	
              72

            
	
              6

            	
              24

            	
              19

            	
              76

            
	
              7

            	
              28

            	
              20

            	
              80

            
	
              8

            	
              32

            	
              21

            	
              84

            
	
              9

            	
              36

            	
              22

            	
              88

            
	
              10

            	
              40

            	
              23

            	
              92

            
	
              11

            	
              44

            	
              24

            	
              96

            
	
              12

            	
              48

            	
              25

            	
              100

            
	
              13

            	
              52

            	
              26
                or more

            	
              104

            


    

    


    3.3.2           Voluntary
      separation or death of the Eligible Employee - In the event the Termination
      of Employment is the result of the Eligible Employee’s own action (such as by
      way of example and not limitation, quitting, resignation or retirement) or
      is as
      a result of the Eligible Employee’s death, the Separation Benefit shall be
      determined according to the following Schedule:

     

    Voluntary
      Separation

     

    Schedule
      of Separation Benefits

     

    


     

    
      	 	
               

              Years
                of

              Service

            	 	
              Number
                of Weekly

              Separation
                Benefit

              Payments

            	 
	 	 	 	 	 
	 	
              1-19

            	 	
              0

            	 
	 	
              20

            	 	
              80

            	 
	 	
              21

            	 	
              84

            	 
	 	
              22

            	 	
              88

            	 
	 	
              23

            	 	
              92

            	 
	 	
              24

            	 	
              96

            	 
	 	
              25

            	 	
              100

            	 
	 	
              26
                or more

            	 	
              104

            	 


    

    


     

    
      
        
        

      

      
        6

        
        

      

      
        
        

      

    

    Under
      certain exceptional circumstances the Administration Committee may, in its
      sole
      and absolute discretion, choose to treat a voluntary separation as an
      involuntary separation and allow an Eligible Employee to receive Separation
      Benefits in accordance with the schedule set forth in Section
      3.3.1.

     

    Section
      3.4  Separation
      Benefit Limitation

     

    Notwithstanding
      anything in the Plan to the contrary, the Separation Benefit payable to any
      Eligible Employee under this Plan shall never exceed the lesser of (i) 104
      Weekly Separation Benefit payments; or (ii) the amount permitted under ERISA
      to
      maintain this Plan as a welfare benefit plan. The benefits payable under this
      Plan shall be inclusive of and offset by any other severance or termination
      payments (other than those made pursuant to a Change of Control Contract) made
      by an Employing Company, including, but not limited to, any amounts paid
      pursuant to federal, state, local or foreign government worker notification
      (e.g., Worker Adjustment and Retraining Notification Act) or office closing
      requirements.

     

    Section
      3.5  Withholding
      Tax

     

    The
      Employing Company shall deduct from the amount of any Separation Benefits
      payable under the Plan, any amount required to be withheld by the Employing
      Company by reason of any law or regulation, for the payment of taxes or
      otherwise to any federal, state, local or foreign government. In determining
      the
      amount of any applicable tax, the Employing Company shall be entitled to rely
      on
      the number of personal exemptions on the official form(s) filed by the Employee
      with the Employing Company for purposes of income tax withholding on regular
      wages.

     

    Section
      3.6  Reemployment
      of an Eligible Employee

     

    Entitlement
      to the unpaid balance of any Separation Benefit amount due an Eligible Employee
      under this Plan shall be revoked immediately upon reemployment of the person as
      an Employee of an Employing Company. Such unpaid balance shall not be payable
      in
      any future period.

     

    However,
      if the person’s re-employment is subsequently terminated and he or she then
      becomes entitled to a Separation Benefit under this Plan, Years of Service
      for
      the period of re-employment shall be added to that portion of his or her prior
      service represented by the unpaid balance or the revoked entitlement for the
      prior Separation Benefit.

     

    Section
      3.7  Integration
      with Disability Benefits

     

    The
      Separation Benefit payable to an Eligible Employee with respect to any
      Separation Period shall be reduced (but not below zero) by the amount of any
      disability benefit payable from any disability plan or program sponsored or
      contributed to by an employing Company. The amount of any such reduction shall
      not be paid to the Eligible Employee in any future period.

     

    Section
      3.8  Plan
      Benefit Offset

     

    The
      amount of any severance or separation type payment that an Employing Company
      is
      or was obligated to pay to an Eligible Employee under any law, decree, court
      award, contract, program or other arrangement because of the Eligible Employee’s
      separation from service from an Employing Company shall reduce the amount of
      Separation Benefit otherwise payable under this Plan. Notwithstanding the
      immediately preceding sentence, the terms of this Section 3.8 shall not be
      applicable to any benefits paid under a Change of Control Contract.

     

    Section
      3.9  Recoupment

     

    An
      Employing Company may deduct from the Separation Benefit any amount owing to
      an
      Employing Company from

     

    
      
        
        

      

      
        7

        
        

      

      
        
        

      

    

    (a)   the
      Eligible Employee, or

     

    (b)   the
      executor or administrator of the Eligible Employee’s estate.

     

    Section
      3.10  Completion
      of Twenty Years of Service

     

    Any
      Eligible Employee who shall complete Twenty Years of Service prior to the
      termination of this Plan shall be vested in his/her Separation Benefit
      notwithstanding the subsequent termination of this Plan prior to such Employee’s
      Termination of Employment. Any Separation Benefit deemed to have vested pursuant
      to this section shall be payable upon such Employee’s Termination of Employment
      with the Employing Company and shall be paid in accordance with the greater
      of
      (1) the Plan provisions in effect immediately prior to the termination of this
      Plan, and (2) the Plan provisions in effect on the date the Employee completed
      Twenty Years of Service.

     

    Section
      3.11  Change
      in Control

     

    Unless
      otherwise provided in writing by the Board of Directors prior to a Change in
      Control of the Company, all Eligible Employees shall be vested in his/her
      Separation Benefit as of the date of the Change in Control based on such
      Eligible Employee’s then Years of Service as determined by reference to the
      schedule set forth in Section 3.3.1 of this Plan. Any Separation Benefit deemed
      to have vested pursuant to this section shall be payable upon the Eligible
      Employee’s Termination of Employment with the Employing

     

    Company
      and shall be paid in accordance with the Plan provisions in effect immediately
      prior to the Change in Control.

     

    ARTICLE
      4.

    METHOD
      OF PAYMENT

     

    Section
      4.1  Separation
      Benefit Payment

     

    Separation
      Benefit payments shall, unless otherwise determined by the Administration
      Committee, be paid in the same manner as wages were paid to the
      Employee.

     

    Section
      4.2  Protection
      of Business

     

    Any
      Eligible Employee who receives Separation Benefits under Section 3.3 of this
      Plan agrees that, in consideration of the Separation Benefits, the Employee
      will
      not, in any capacity, directly or indirectly, and on his or her own behalf
      or on
      behalf of any other person or entity, during the period of time he or she is
      receiving such Separation Benefits, either (a) solicit or attempt to induce
      any
      current customer of the Company to cease doing business with the Company or
      (b)
      solicit or attempt to induce any employee of the Company to sever the employment
      relationship (collectively, the “Protection of Business
      Requirements”).  Except as provided in the next paragraph and/or the
      Separation Agreement, in the event the Eligible Employee violates the Protection
      of Business Requirements of this Section (or the like provisions of his or
      her
      Separation Agreement), the Eligible Employee shall not be entitled to any
      further payments of Separation Benefits under this Plan and shall be obligated
      to repay the Employing Company all monies previously received as Separation
      Benefits.  In the event of a Change in Control, Employee’s obligations
      under this Section shall expire and be canceled, and Employee shall be entitled
      to Separation Benefits under this Plan in accordance with its terms even if
      he
      or she engages in conduct that would otherwise violate the Protection of
      Business Requirements in this Section.

     

    Section
      4.3  Death

     

    (a)   Termination
      of Employment as a result of death of Eligible Employee - In the event that
      the Eligible Employee’s Termination of Employment is as a result of the
      Employee’s death, the Separation Benefit shall be paid to the Eligible
      Employee’s Beneficiary in accordance with the provisions of Section 3.3.2,
      above. 

    
      
        
        

      

      
        8

        
        

      

      
        
        
Payments
        shall be made to the Eligible Employee’s Beneficiary, notwithstanding the
        Eligible Employee’s failure to meet the waiver and release conditions of Article
        Five of the Plan.

    

     

     

    (b)   Death
      of the Eligible Employee Subsequent to Termination of Employment - In the
      event that an Eligible Employee’s death occurs subsequent to the date of
      Termination of Employment, and before receipt of any or all of the benefits
      to
      which the Eligible Employee was entitled under this Plan, then the
      Administration Committee may, in its sole and absolute discretion, pay a
      computed lump sum value of the unpaid balance of the Eligible Employee’s
      Separation Benefit to the Eligible Employee’s Beneficiary, and if there is no
      designated, living Beneficiary, the computed lump sum value described above
      may
      be paid to the executor or administrator of the Eligible Employee’s estate. For
      purposes of calculating the computed lump sum value as provided herein, the
      Administration Committee may discount the present value of the future Separation
      Benefit payments using a commercially reasonable discount rate.

     

    ARTICLE
      5.

    WAIVER
      AND RELEASE OF CLAIMS

     

    Except
      as
      provided in Section 4.3(a), above, it is a condition of this Plan that no
      Separation Benefit shall be paid to or for any Employee except upon due
      execution and delivery to the Employing Company by that Employee of a Separation
      Agreement in substantially the form attached to this Plan as Attachment “A” or
“B” or such other form as may be designated as the required Separation Agreement
      from time to time, in the discretion of the Employing Company, by which the
      Employee waives and releases the Company, its subsidiaries and their officers,
      directors, agents, employees and affiliates from all claims arising or alleged
      to arise out of his or her employment or the termination of employment
      including, but not limited to the Age Discrimination in Employment Act of 1967,
      Title VII of the Civil Rights Act of 1964, as amended, and all other state
      and
      federal laws governing the Employee’s employment. Said waiver and release as
      provided in the Separation Agreement being given in exchange for and in
      consideration of payment of the Separation Benefit, to which the Employee would
      not otherwise be entitled. The determination whether the Employee shall be
      required to execute a Separation Agreement in the form shown by Attachment
“A,”
“B” or otherwise shall be within the sole discretion of the Employing
      Company.

     

    In
      connection with the execution of the Separation Agreement, the following
      procedures shall be followed (except as modified from time to time, in the
      discretion of the Employing Company): the Employee shall be advised in writing,
      by receiving the written text of the Separation Agreement so stating, to consult
      a lawyer before signing the Separation Agreement; the Employee shall be given
      either twenty-one (21) days (when form shown by Attachment “A” is used), or
      forty-five (45) days (when form shown by Attachment “B” is used) to consider the
      Separation Agreement before signing; after signing, the Employee shall have
      seven (7) days in which to revoke the Separation Agreement; and the Separation
      Agreement shall not take effect until the seven (7) day revocation period has
      passed.

     

    In
      addition, where the form shown by Attachment “B” is used, the Employee shall be
      given: a written statement identifying for the Employee the class, unit or
      group
      of persons eligible to participate in the Plan and any time limits for
      eligibility under the Plan; and the job titles and ages of all persons eligible
      or selected for separation under the Plan in the same job classification or
      organizational unit, and the ages of all persons not eligible or selected for
      separation under the Plan.

     

    ARTICLE
      6.

    FUNDING

     

    This
      Plan
      is an unfunded employee welfare benefit plan under ERISA established by the
      Company. Benefits payable to Eligible Employees shall be paid out of the general
      assets of the Employing Company. The Employing Company shall not be required
      to
      establish any special or separate fund or to make any other segregation of
      assets to assure the payment of any Separation Benefits under the
      Plan.

     

    
      
        
        

      

      
        9

        
        

      

      
        
        

      

    

    ARTICLE
      7.

    OPERATION

     

    Section
      7.1  Employing
      Company Participation

     

    Any
      subsidiary of the Company may participate as an Employing Company in the Plan
      upon the following conditions:

     

    (a)   Such
      subsidiary shall make, execute and deliver such instruments as the Company
      shall
      deem necessary or desirable;

     

    (b)   Such
      subsidiary may withdraw from participation as an Employing Company upon notice
      to the Company in which event such subsidiary may continue the provisions or
      this Plan as its own plan, and may thereafter, with respect thereto, exercise
      all of the rights and powers theretofore reserved to the Company;
      and

     

    (c)   Any
      modification or amendment of the Plan made or adopted by the Company shall
      be
      deemed to have been accepted by each Employing Company.

     

    Section
      7.2  Status
      of Subsidiaries

     

    The
      authority of each subsidiary to act independently and in accordance with its
      own
      best judgment shall not be prejudiced or diminished by its participation in
      this
      Plan and at the same time the several Employing Company may act collectively
      in
      respect of general administration of this Plan in order to secure administrative
      economies and maximum uniformity.

     

    Section
      7.3  Termination
      by an Employing Company

     

    Any
      Employing Company other than the Company may withdraw from participation in
      the
      Plan at any time by delivering to the Administration Committee written
      notification to that effect signed by such Employing Company’s chief executive
      officer or his delegate. Withdrawal by any Employing Company pursuant to this
      paragraph or complete discontinuance of Separation Benefits under the Plan
      by
      any Employing Company other than the Company, shall constitute termination
      of
      the Plan with respect to such Employing Company, but such actions shall not
      affect any Separation Benefit that has become payable to an Eligible Employee,
      and such benefit shall continue to be paid in accordance with the Plan
      provisions in effect on the Termination of Employment.

     

    ARTICLE
      8.

    ADMINISTRATION

    Section
      8.1  Named
      Fiduciary

     

    This
      Plan
      shall be administered by the Company acting through the Administration Committee
      or such other person as may be designated by the Company from time to time.
      The
      Administration Committee shall be the “Administrator” of the Plan and shall be,
      in its capacity as Administrator, a “Named Fiduciary,” as such terms are defined
      or used in ERISA.

     

    Section
      8.2  Fiduciary
      Responsibilities

     

    The
      named
      fiduciary shall fulfill the duties and requirements of such a fiduciary under
      ERISA and is the Plan’s agent for service of legal process. The named fiduciary
      may designate other persons to carry out such fiduciary responsibilities and
      may
      cancel such a designation. A person may serve in more than one fiduciary or
      administrative capacity with respect to this Plan. The named fiduciary shall
      periodically review the performance of the fiduciary responsibilities by each
      designated person.

     

    Section
      8.3  Specific
      Fiduciary Responsibilities

    
      
        
        

      

      
        10

        
        

      

      
        
        

      

    

    The
      Administration Committee shall be responsible for the general administration
      and
      interpretation of the Plan and the proper execution of its provisions and shall
      have full discretion to carry out its duties. In addition to any powers of
      the
      Administration Committee specified elsewhere in this Plan, the Administration
      Committee shall have all discretionary powers necessary to discharge its duties
      under this Plan, including, but not limited to, the following discretionary
      powers and duties:

     

    8.3.1           To
      interpret or construe the terms of the Plan, including eligibility to
      participate, and resolve ambiguities, inconsistencies and
      omissions;

     

    8.3.2           To
      make and enforce such rules and regulations and prescribe the use of such forms
      as it deems necessary or appropriate for the efficient administration of the
      Plan; and

     

    8.3.3           To
      decide all questions concerning the Plan and the eligibility of any person
      to
      participate in the Plan.

     

    Section
      8.4  Allocations
      and Delegations of Responsibility

     

    The
      Board
      of Directors and the Administration Committee respectively shall have the
      authority to delegate, from time to time, all or any part of its
      responsibilities under this Plan to such person or persons as it may deem
      advisable and in the same manner to revoke any such delegation of
      responsibility. Any action of the delegate in the exercise of such delegated
      responsibilities shall have the same force and effect for all purposes hereunder
      as if such action had been taken by the Board of Directors or the Administration
      Committee. The Company, the Board of Directors and the Administration Committee
      shall not be liable for any acts or omissions of any such delegate. The delegate
      shall report periodically to the Board of Directors or the Administration
      Committee, as applicable, concerning the discharge of the delegated
      responsibilities.

     

    The
      Board
      of Directors and the Administration Committee respectively shall have the
      authority to allocate, from time to time, all or any part of its
      responsibilities under this Plan to one or more of its members as it may deem
      advisable, and in the same manner to remove such allocation of responsibilities.
      Any action of the member to whom responsibilities are allocated in the exercise
      of such allocated responsibilities shall have the same force and effect for
      all
      purposes hereunder as if such action had been taken by the Board of Directors
      or
      the Administration Committee. The Company, the Board of Directors and the
      Administration Committee shall not be liable for any acts or omissions of such
      member. The member to whom responsibilities have been allocated shall report
      periodically to the Board of Directors or the Administration Committee, as
      applicable, concerning the discharge of the allocated
      responsibilities.

     

    Section
      8.5  Advisors

     

    The
      named
      fiduciary or any person designated by the named fiduciary to carry out fiduciary
      responsibilities may employ one or more persons to render advice with respect
      to
      any responsibility imposed by this Plan.

     

    Section
      8.6  Plan
      Determination

     

    The
      determination of the Administration Committee as to any question involving
      the
      general administration and interpretation or construction of the Plan shall
      be
      within its sole discretion and shall be final, conclusive and binding on all
      persons, except as otherwise provided herein or by law.

     

    Section
      8.7  Claims
      Review Procedure

     

    Consistent
      with the requirements of ERISA and the regulations thereunder as promulgated
      by
      the Secretary of Labor from time to time, the following claims review procedure
      shall be followed with respect to the denial of Separation Benefits to any
      Employee:

     

    8.7.1           Within
      thirty (30) days from the date of an Employee’s Termination of Employment, the
      Employing Company shall furnish such Employee with an agreement and release
      offering 

    
      
        
        

      

      
        11

        
        

      

      Separation
        Benefits under the Plan or notice of such Employee’s ineligibility for or denial
        of Separation Benefits, either in whole or in part. Such notice from the
        Employing Company will be in writing and sent to the Employee or the legal
        representatives of his estate stating the reasons for such ineligibility
        or
        denial and, if applicable, a description of additional information that might
        cause a reconsideration by the Administration Committee or its delegate of
        the
        decision and an explanation for the Plan’s claims review procedure. In the event
        such notice is not furnished within thirty (30) days, any claim for Separation
        Benefits shall be deemed denied and the Employee shall be permitted to proceed
        to Section 8.7.2 below.

    

     

    8.7.2           Each
      Employee may submit a claim for benefits to the Administration Committee (or
      to
      such other person as may be designated by the Administration Committee) in
      writing in such form as is permitted by the Administration Committee. An
      Employee shall have no right to seek review of a denial of benefits, or to
      bring
      any action in any court to enforce a claim for benefits prior to his filing
      a
      claim for benefits and exhausting his rights to review under this
      section.

     

    When
      claim for benefits has been filed properly, such claim for benefits shall be
      evaluated and the Employee shall be notified of the approval or the denial
      within ninety (90) days after the receipt of such claim unless special
      circumstances require an extension of time for processing the claim. If such
      an
      extension of time for processing is required, written notice of the extension
      shall be furnished to the Employee prior to the termination of the initial
      ninety (90) day period which shall specify the special circumstances requiring
      an extension and the date by which a final decision shall be reached (which
      date
      shall not be later than one hundred and eighty (180) days after the date on
      which the claim was filed). The Employee shall be given a written notice in
      which the Employee shall be advised as to whether the claim is granted or
      denied, in whole or in part. If a claim is denied by the Administration
      Committee, in whole or in part, the Employee shall be given written notice
      which
      shall contain (1) the specific reasons for the denial, (2) references to
      pertinent Plan provisions upon which the denial is based, (3) a description
      of
      any additional material or information necessary to perfect the claim and an
      explanation of why such material or information is necessary, and (4) the
      Employee’s rights to seek review of the denial.

     

    8.7.3           If
      a claim is denied, in whole or in part, the Employee shall have the right to
      request that the Administration Committee review the denial, provided that
      the
      Employee files a written request for review with the Administration Committee
      within sixty (60) days after the date on which the Employee received written
      notification of the denial. The Employee (or his duly authorized representative)
      may review pertinent documents and submit issues and comments in writing to
      the
      Administration Committee. Within a reasonable period, which shall not be later
      than sixty (60) days after a request for review is received the review shall
      be
      made and the Employee shall be advised in writing of the decision on review,
      unless special circumstances require an extension of time for processing the
      review, in which case the Employee shall be given a written notification within
      such initial sixty (60) day period specifying the reasons for the extension
      and
      when such review shall be completed (provided that such review shall be
      completed within one hundred and twenty (120) days after the date on which
      the
      request for review was filed). The decision on review shall be forwarded to
      the
      Employee in writing and shall include specific reasons for the decision and
      references to Plan provisions upon which the decision is based. A decision
      on
      review shall be final and binding on all persons.

     

    8.7.4           If
      an Employee fails to file a request for review in accordance with the procedures
      herein outlined, such Employee shall have no rights to review and shall have
      no
      right to bring action in any court and the denial of the claim shall become
      final and binding on all Persons for all purposes.

     

    8.7.5           The
      determinations whether any person qualifies as an Eligible Employee under the
      Plan; and whether to grant or deny any claim for benefits under this Plan shall
      be made by the 

     

    
      
        
        

      

      
        12

        
        

      

      
        
        
Administration
        Committee, in its sole and absolute discretion, and all such determinations
        shall be conclusive and binding on all persons to the maximum extent permitted
        by law.

    

     

    Section
      8.8  Modification
      and Termination

     

    The
      Company may at any time, without notice or consent of any person, terminate
      or
      modify this Plan in whole or in part, and such termination or modification
      shall
      apply to existing as well as to future employees, but such actions shall not
      affect any Separation Benefit that has become payable to an Eligible Employee,
      and such benefit shall continue to be paid in accordance with the Plan
      provisions in effect on the date of the Termination of Employment.

     

    Section
      8.9  Indemnification

     

    To
      the
      extent permitted by law, the Company shall indemnify and hold harmless the
      members of the Board of Directors, the Administration Committee members, and
      any
      employee to whom any fiduciary responsibility with respect to this Plan is
      allocated or delegated to, and against any and all liabilities, costs and
      expenses incurred by any such person as a result of any act, or omission to
      act,
      in connection with the performance of his/her duties, responsibilities and
      obligations under this Plan, ERISA and other applicable law, other than such
      liabilities, costs and expenses as may result from the gross negligence or
      willful misconduct of any such person. The foregoing right of indemnification
      shall be in addition to any other right to which any such person may be entitled
      as a matter of law or otherwise. The Company may obtain, pay for and keep
      current a policy or policies of insurance, insuring the members of the Board
      of
      Directors, the Administration Committee members and any other employees who
      have
      any fiduciary responsibility with respect to this Plan from and against any
      and
      all liabilities, costs and expenses incurred by any such person as a result
      of
      any act, or omission, in connection with the performance of his/her duties,
      responsibilities and obligations under this Plan and under ERISA.

     

    Section
      8.10  Successful
      Defense

     

    A
      person
      who has been wholly successful, on the merits or otherwise, in the defense
      of a
      civil or criminal action or proceeding or claim or demand of the character
      described in Section 8.9 above shall be entitled to indemnification as
      authorized in such Section 8.9.

     

    Section
      8.11  Unsuccessful
      Defense

     

    Except
      as
      provided in Section 8.10 above, any indemnification under Section 8.9 above,
      unless ordered by a court of competent jurisdiction, shall be made by the
      Company only if authorized in the specific case:

     

    8.11.1                      By
      the Board of Directors acting by a quorum consisting of directors who are not
      parties to such action, proceeding, claim or demand, upon a finding that the
      member of the Administration Committee has met the standard of conduct set
      forth
      in Section 8.9 above; or

     

    8.11.2                      If
      a quorum under Section 8.11.1 above is not obtainable with due diligence the
      Board of Directors upon the opinion in writing of independent legal counsel
      (who
      may be counsel to any Employing Company) that indemnification is proper in
      the
      circumstances because the standard of conduct set forth in Section 8.9 above
      has
      been met by such member of the Administration Committee.

     

    Section
      8.12  Advance
      Payments

     

    Expenses
      incurred in defending a civil or criminal action or proceeding or claim or
      demand may be paid by the Company or Employing Company, as applicable, in
      advance of the final disposition of such action or proceeding, claim or demand,
      if authorized in the manner specified in Section 8.11 above, except that, in
      

     

    
      
        
        

      

      
        13

        
        

      

      
        
        
view
        of
        the obligation of repayment set forth in Section 8.13 below, there need be
        no
        finding or opinion that the required standard of conduct has been
        met.

    

     

    Section
      8.13  Repayment
      of Advance Payments

     

    All
      expenses incurred, in defending a civil or criminal action or proceeding, claim
      or demand, which are advanced by the Company or Employing Company, as
      applicable, under Section 8.12 above shall be repaid in case the person
      receiving such advance is ultimately found, under the procedures set forth
      in
      this Article Eight, not to be entitled to the extent the expenses so advanced
      by
      the Company exceed the indemnification to which he or she is
      entitled.

     

    Section
      8.14  Right
      of Indemnification

     

    Notwithstanding
      the failure of the Company or Employing Company, as applicable, to provide
      indemnification in the manner set forth in Section 8.11 and 8.12 above, and
      despite any contrary resolution of the Board of Directors or of the shareholders
      in the specific case, if the member of the Administration Committee has met
      the
      standard of conduct set forth in Section 8.9 above, the person made or
      threatened to be made a party to the action or proceeding or against whom the
      claim or demand has been made, shall have the legal right to indemnification
      from the Company or Employing Company, as applicable, as a matter of contract
      by
      virtue of this Plan, it being the intention that each such person shall have
      the
      right to enforce such right of indemnification against the Company or Employing
      Company, as applicable, in any court of competent jurisdiction.

     

    ARTICLE
      9.

    EFFECTIVE
      DATE

     

    This
      Plan
      shall be effective as amended and restated on and after December 14,
      2004.

     

    ARTICLE
      10.

    MISCELLANEOUS

     

    Section
      10.1  Assignment

     

    An
      Employee’s right to benefits under this Plan shall not be assigned, transferred,
      pledged, encumbered in any way or subject to attachment or garnishment, and
      any
      attempted assignment, transfer, pledge, encumbrance, attachment, garnishment
      or
      other disposition of such benefits shall be null and void and without
      effect.

     

    Section
      10.2  Governing
      Law

     

    To
      the
      extent not governed by federal law, this Plan and all action taken under it
      shall be governed by the laws of the State of Oklahoma, notwithstanding such
      State’s choice of law provisions. If any part of the Plan is held by a court of
      competent jurisdiction to be void or voidable, such holding shall not apply
      to
      render void or voidable the provisions of the Plan not encompassed in the
      court’s holding. Where necessary to maintain the Plan’s validity, a court of
      competent jurisdiction may modify the terms of this Plan to the extent necessary
      to effectuate its purposes as demonstrated by the terms and conditions stated
      herein.

     

    Section
      10.3  Employing
      Company Records

     

    The
      records of the Employing Company with regard to any person’s Eligible Employee
      status, Beneficiary status, employment history, Years of Service and all other
      relevant matters shall be conclusive for purposes of administration of the
      Plan.

     

    Section
      10.4  Employment
      Non-Contractual

    
      
        
        

      

      
        14

        
        

      

      
        
        

      

    

    This
      Plan
      is not intended to and does not create a contract of employment, express or
      implied, and an Employing Company may terminate the employment of any employee
      with or without cause as freely and with the same effect as if this Plan did
      not
      exist. Nothing contained in the Plan shall be deemed to qualify, limit or alter
      in any manner the Employing Company’s sole and complete authority and discretion
      to establish, regulate, determined or modify at all time, the terms and
      conditions of employment, including, but not limited to, levels of employment,
      hours of work, the extent of hiring and employment termination, when and where
      work shall be done, marketing of its products, or any other matter related
      to
      the conduct of its business or the manner in which its business is to be
      maintained or carried on, in the same manner and to the same extent as if this
      Plan were not in existence.

     

    Section
      10.5  Taxes

     

    Neither
      an Employing Company nor any fiduciary of this Plan shall be liable for any
      taxes incurred by an Eligible Employee or Beneficiary for Separation Benefit
      payments made pursuant to this Plan.

     

    Section
      10.6  Binding
      Effect

     

    This
      Plan
      shall be binding on the Company, any Employing Company and their successors
      and
      assigns, and the Employee, Employee’s heirs, executors, administrators and legal
      representatives. As used in this Plan, the term “successor” shall include any
      person, firm, corporation or other business entity which at any time, whether
      by
      merger, purchase or otherwise, acquires all or substantially all of the assets
      or business of the Company or any Employing Company.

     

    Section
      10.7  Entire
      Agreement

     

    This
      Plan
      constitutes the entire understanding between the parties hereto and may be
      modified only in accordance with the terms of this Plan.

     


    
      
        
        

      

      
        15

        
        

      

      
        
        

      

    

    SEPARATION
      AGREEMENT “A”

     

    [Name
      of
      Employing Company] (“Unit”) and ____________________________ (“Employee”) hereby
      agree as follows:

     

    Employee’s
      employment will end on _____________________, 20__.

     

    In
      consideration for Employee’s agreement to the terms and conditions of this
      Separation Agreement (“Agreement”), Unit will pay to Employee a Separation
      Benefit of $_______________in accordance with and subject to the terms of the
      Separation Benefit Plan of Unit Corporation and Participating Subsidiaries
      (the
“Plan”).

     

    Employee
      knows that state and federal laws, including the Age Discrimination in
      Employment Act and Title VII of the Civil Rights Act of 1964, as amended,
      prohibit employment discrimination based on age, sex, race, color, national
      origin, religion, handicap, disability, or veteran status, and that these laws
      are enforced through the United States Equal Employment Opportunity Commission
      (“EEOC”), United States Department of Labor, and State Human Rights
      Agencies.

     

    EMPLOYEE
      IS ADVISED TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS
      AGREEMENT.

     

    EMPLOYEE
      HAS TWENTY ONE DAYS AFTER RECEIVING THIS AGREEMENT TO CONSIDER WHETHER TO SIGN
      THIS AGREEMENT.

     

    AFTER
      SIGNING THIS AGREEMENT, EMPLOYEE HAS ANOTHER SEVEN (7) DAYS IN WHICH TO REVOKE
      CONSENT TO THIS AGREEMENT. THIS AGREEMENT DOES NOT TAKE EFFECT UNTIL THOSE
      SEVEN
      DAYS HAVE PASSED.

     

    In
      exchange for receipt of the Separation Benefit described above, to which
      Employee acknowledges he or she is not otherwise entitled, Employee forever
      releases and discharges Unit Corporation and its subsidiaries, their officers,
      directors, agents, employees, and affiliates from all claims, liabilities,
      and
      lawsuits arising out of Employee’s employment or the termination of that
      employment, and agrees not to assert any such claim, liability or lawsuit.
      Employee agrees that this release and discharge includes any claim under the
      Age
      Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964,
      as amended, and any claim under other federal, state or local statute or
      regulation relating to employment discrimination or employee benefits. Employee
      agrees that this release and discharge includes any claim under any other
      statute, regulation or common law rule relating to Employee’s employment or
      termination of employment. This Agreement does not have any effect with respect
      to acts or events occurring after the date upon which Employee signs the
      Agreement. This Agreement does not limit any benefits to which Employee is
      entitled under any retirement plans, if any.

     

    As
      further consideration for the payment of the Separation Benefit described above,
      Employee agrees that Employee will not, in any capacity directly or indirectly
      and on his or her own behalf or on behalf of any other person or entity, during
      the period of time he or she is receiving such Separation Benefits, either
      (a)
      solicit or attempt to induce any current customer of the Company to cease doing
      business with the Company or (b) solicit or attempt to induce any employee
      of
      the Company to sever the employment relationship (collectively, the “Protection
      of Business Requirements”).

     

    Except
      as
      provided in the next paragraph, in the event Employee violates the Protection
      of
      Business Requirements hereof, Employee shall not be entitled to any further
      payments of Separation Benefits under the Plan or this Agreement and shall
      be
      obligated to repay Unit all Separation Benefit payments previously received
      under the Plan and this Agreement.

     

    In
      the
      event of a Change in Control of Unit Corporation (as defined in the Plan),
      Employee’s obligations regarding the Protection of Business Requirements under
      this Agreement shall expire and be canceled, and Employee shall be entitled
      to
      Separation Benefits provided under the Plan in accordance with 

    
      
        
        

      

      
        A-1

        
        

      

      
        
        
the
        terms
        of the Plan, notwithstanding whether Employee thereafter engages in conduct
        that
        would otherwise violate the Protection of Business Requirements as described
        in
        this Agreement.

    

     

    Employee
      has carefully read and fully understands all the provisions of this Agreement.
      This is the entire Agreement between the parties and is legally binding and
      enforceable. Employee agrees that he or she has not relied upon any
      representation or statement, written or oral, not set forth in this Agreement
      when signing this Agreement.

     

    This
      Agreement shall be governed and interpreted under federal law and the laws
      of
      the State of Oklahoma, notwithstanding such State’s choice of law provisions. If
      any part of this Agreement is held by a court of competent jurisdiction to
      be
      void or voidable, such holding shall not apply to render void or voidable the
      provisions of this Agreement not encompassed in the court’s holding. Where
      necessary to maintain this Agreement’s validity, a court of competent
      jurisdiction may modify the terms of this Agreement to the extent necessary
      to
      effectuate its purposes as demonstrated by the terms and conditions stated
      herein.

     

    Employee
      agrees that he or she has carefully read and fully understands all the provision
      of this Agreement. This is the entire Agreement between the parties, and it
      is
      legally binding and enforceable. Employee agrees that he or she has not relied
      upon any representation or statement, written or oral, not set forth in this
      Agreement when signing this Agreement.

     

    Employee
      knowingly and voluntarily signs this Agreement.

     

    1.           Employee
      acknowledges receipt of this Agreement on this ____ day of, ______________,
      20__;

     

    __________________________
      (Employee)

     

    2.           Employee
      acknowledges signing and, in signing, consenting to this Agreement on this
      ____
      day of ______________, 20__;

     

    __________________________
      (Employee)

     

    3.           Employee
      acknowledges that the seven (7) day revocation period shall end, and this
      agreement shall be effective and enforceable as of the ____ day of
      ______________, 20__;

     

    __________________________
      (Employee)

     

    (Name
      of
      Employing Company)

     

    By:_____________________________________

     

    Title:____________________________________

     

    Date:____________________________________


    
      
              

                   

        

        
        

      

      
        A-2

        
        

      

      
        
        

      

    


    SEPARATION
      AGREEMENT “B”

     

    


     

    [Name
      of
      Employing Company] (“Unit”) and _____________________ (“Employee”) hereby agree
      as follows:

     

    Employee’s
      employment will end on _____________________, 20__.

     

    In
      consideration for Employee’s agreement to the terms and conditions of this
      Separation Agreement (“Agreement”), Unit will pay to Employee a Separation
      Benefit of $_______________, in accordance with, and subject to the terms of
      the
      Separation Benefit Plan of Unit Corporation and Participating Subsidiaries
      (the
“Plan”).

     

    Employee
      knows that state and federal laws, including the Age Discrimination in
      Employment Act and Title VII of the Civil Rights Act of 1964, as amended,
      prohibit employment discrimination based upon age, sex, race, color, national
      origin, religion, handicap, disability, or veteran status, and that these laws
      are enforced through the United States Equal Employment Opportunity Commission
      (“EEOC”), United States Department of Labor, State Human Rights Agencies and
      courts of competent jurisdiction.

     

    EMPLOYEE
      IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS
      AGREEMENT.

     

    EMPLOYEE
      HAS FORTY FIVE (45) DAYS AFTER RECEIVING THIS AGREEMENT, AND THE WRITTEN
      STATEMENT PROVIDED WITH THIS AGREEMENT, TO CONSIDER WHETHER TO SIGN THIS
      AGREEMENT.

     

    AFTER
      SIGNING THIS AGREEMENT, EMPLOYEE HAS ANOTHER SEVEN (7) DAYS IN WHICH TO REVOKE
      CONSENT TO THIS AGREEMENT. THIS AGREEMENT DOES NOT TAKE EFFECT UNTIL THOSE
      SEVEN
      (7) DAYS HAVE PASSED.

     

    EMPLOYEE
      ACKNOWLEDGES THAT, ALONG WITH THIS AGREEMENT, HE OR SHE HAS BEEN GIVEN A WRITTEN
      STATEMENT: (A) WHICH DESCRIBES THE CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED
      BY THE PLAN, ELIGIBILITY FACTORS UNDER THE PLAN, AND ANY TIME LIMITS APPLICABLE
      TO THE PLAN; AND (B) THE JOB TITLES AND AGES OF ALL INDIVIDUALS ELIGIBLE OR
      SELECTED FOR TERMINATION UNDER THE PLAN WITH THIS EMPLOYEE, AND THE AGES AND
      JOB
      TITLES OF ALL INDIVIDUALS IN THE SAME JOB CLASSIFICATION OR TITLE AS THOSE
      EMPLOYEES ELIGIBLE OR SELECTED FOR TERMINATION UNDER THE PLAN WHO ARE NOT
      ELIGIBLE OR SELECTED FOR TERMINATION.

     

    In
      exchange for receipt of the Separation Benefit described above, to which
      Employee acknowledges he or she is not otherwise entitled, Employee forever
      releases and discharges Unit Corporation and its subsidiaries, their officers,
      directors, agents, employees, and affiliates from all claims, liabilities,
      and
      lawsuits arising out of Employee’s employment or the termination of that
      employment, and agrees not to assert any such claim, liability or lawsuit.
      Employee agrees that this release and discharge includes any claim under the
      Age
      Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964,
      as amended, and any claim under other federal, state or local statute or
      regulation relating to employment discrimination or employee benefits. Employee
      agrees that this release and discharge includes any claim under any other
      statute, regulation or common law rule relating to Employee’s employment or
      termination of employment. This Agreement does not have any effect with respect
      to acts or events occurring after the date upon which Employee signs the
      Agreement. This Agreement does not limit any benefits to which Employee is
      entitled under any retirement plans, if any.

     

    Employee
      agrees that he or she has carefully read and fully understands all the provision
      of this Agreement. This is the entire Agreement between the parties, and it
      is
      legally binding and enforceable.

    
      
        
        

      

      
        B-1

        
        

      

      
        
        
Employee
        agrees that he or she has not relied upon any representation or statement,
        written or oral, not set forth in this Agreement when signing this
        Agreement.

    

     

    This
      Agreement shall be governed and interpreted under federal law and the laws
      of
      the State of Oklahoma, notwithstanding such State’s choice of law provisions. If
      any part of this Agreement is held by a court of competent jurisdiction to
      be
      void or voidable, such holding shall not apply to render void or voidable the
      provisions of this Agreement not encompassed in the court’s holding. Where
      necessary to maintain this Agreement’s validity, a court of competent
      jurisdiction may modify the terms of this Agreement to the extent necessary
      to
      effectuate its purposes as demonstrated by the terms and conditions stated
      herein.

     

    Employee
      knowingly and voluntarily signs this Agreement.

     

    1.           Employee
      acknowledges receipt of this Agreement on this ____ day of, _______________,
      20__;

     

    


     

    _______________________
      (Employee)

     

    


     

    2.           Employee
      acknowledges signing and, in signing, consenting to this Agreement on this
      ____
      day of ______________, 20__;

     

    


     

    ________________________
      (Employee)

     

    


     

    3.           Employee
      acknowledges that the seven (7) day revocation period shall end, and this
      Agreement shall be effective and enforceable as of the ____ day of
      ______________, 20__;

     

    


     

    __________________________
      (Employee)

     

    


     

    (Name
      of
      Employing Company)

     

    


     

    By:
      ____________________________________

     

    Title:
      ___________________________________

     

    Date:
      ___________________________________

     

    
      
        
        

      

      
        B-2