Unassociated Document


     

    Exhibit
10.2

     

     

     

     

     

     

    


     

    SEPARATION
BENEFIT PLAN OF

     

    UNIT
CORPORATION AND PARTICIPATING SUBSIDIARIES

     

    


     

    


     

    as
amended

     

    effective

     

    October
21, 2008

     

     

     

     

     

     

     

    
      
      

    

     

    
      
        	 
      	
                Page

              
	 
      	 
      
	
                ARTICLE
      I. SCOPE

              	
                1

              
	 
      	 
      	 
      
	
                SECTION
      1.1

              	
                NAME

              	
                1

              
	
                SECTION
      1.2

              	
                PLAN
      YEAR

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      II. DEFINITIONS

              	
                1

              
	 
      	 
      	 
      
	
                2.1

              	
                “COMPENSATION
      COMMITTEE”

              	
                1

              
	
                2.2

              	
                “BASE
      SALARY”

              	
                1

              
	
                2.3

              	
                “BENEFICIARY”

              	
                1

              
	
                2.4

              	
                “BOARD
      OF DIRECTORS”

              	
                1

              
	
                2.5

              	
                “BONUS”

              	
                1

              
	
                2.6

              	
                “CHANGE
      IN CONTROL”

              	
                1

              
	
                2.7

              	
                “CHANGE
      OF CONTROL CONTRACT”

              	
                3

              
	
                2.8

              	
                “CODE”

              	
                3

              
	
                2.9

              	
                “COMPANY”

              	
                3

              
	
                2.10

              	
                “COMPARABLE
      POSITION”

              	
                3

              
	
                2.11

              	
                “COMPLETED
      YEAR OF SERVICE”

              	
                3

              
	
                2.12

              	
                “DISCHARGE
      FOR CAUSE”

              	
                3

              
	
                2.13

              	
                “ELIGIBLE
      EMPLOYEE”

              	
                4

              
	
                2.14

              	
                “EMPLOYEE”

              	
                4

              
	
                2.15

              	
                “EMPLOYING
      COMPANY”

              	
                5

              
	
                2.16

              	
                “ERISA”

              	
                5

              
	
                2.17

              	
                “HUMAN
      RESOURCES DIRECTOR”

              	
                5

              
	
                2.18

              	
                “PLAN”

              	
                5

              
	
                2.19

              	
                “SEPARATION
      BENEFIT”

              	
                5

              
	
                2.20

              	
                “SEPARATION
      PERIOD”

              	
                5

              
	
                2.21

              	
                “TERMINATION
      OF EMPLOYMENT”

              	
                5

              
	
                2.22

              	
                “YEARS
      OF SERVICE”

              	
                6

              
	 
      	 
      	 
      
	
                ARTICLE
      III. BENEFITS

              	
                6

              
	 
      	 
      	 
      
	
                SECTION
      3.1

              	
                ELIGIBILITY

              	
                6

              
	
                SECTION
      3.2

              	
                SEPARATION
      BENEFIT

              	
                6

              
	
                SECTION
      3.3

              	
                SEPARATION
      BENEFIT AMOUNT

              	
                6

              
	
                SECTION
      3.4

              	
                SEPARATION
      BENEFIT LIMITATION

              	
                8

              
	
                SECTION
      3.5

              	
                WITHHOLDING
      TAX

              	
                8

              
	
                SECTION
      3.6

              	
                REEMPLOYMENT
      OF AN ELIGIBLE EMPLOYEE

              	
                9

              
	
                SECTION
      3.7

              	
                INTEGRATION
      WITH DISABILITY BENEFITS

              	
                9

              
	
                SECTION
      3.8

              	
                PLAN
      BENEFIT OFFSET

              	
                9

              
	
                SECTION
      3.9

              	
                RECOUPMENT

              	
                9

              
	
                SECTION
      3.10

              	
                COMPLETION
      OF TWENTY YEARS OF SERVICE

              	
                9

              
	
                SECTION
      3.11

              	
                CHANGE
      IN CONTROL

              	
                10

              
	 
      	 
      	 
      
	
                ARTICLE
      IV. METHOD OF PAYMENT

              	
                10

              
	 
      	 
      	 
      
	
                SECTION
      4.1

              	
                SEPARATION
      BENEFIT PAYMENT

              	
                10

              
	
                SECTION
      4.2

              	
                PROTECTION
      OF BUSINESS

              	
                10

              
	
                SECTION
      4.3

              	
                DEATH

              	
                11

              
	 
      	 
      	 
      
	
                ARTICLE
      V. WAIVER AND RELEASE OF CLAIMS

              	
                12

              
	 
      	 
      	 
      
	
                ARTICLE
      VI. FUNDING

              	
                13

              


      

       

       

      
        i

      

       

      
        	
                ARTICLE
      VII. OPERATION

              	
                13

              
	 
      	 
      	 
      
	
                SECTION
      7.1

              	
                EMPLOYING
      COMPANY PARTICIPATION

              	
                13

              
	
                SECTION
      7.2

              	
                STATUS
      OF SUBSIDIARIES

              	
                13

              
	
                SECTION
      7.3

              	
                TERMINATION
      BY AN EMPLOYING COMPANY

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII. ADMINISTRATION

              	
                14

              
	 
      	 
      	 
      
	
                SECTION
      8.1

              	
                NAMED
      FIDUCIARY

              	
                14

              
	
                SECTION
      8.2

              	
                FIDUCIARY
      RESPONSIBILITIES

              	
                14

              
	
                SECTION
      8.3

              	
                SPECIFIC
      FIDUCIARY RESPONSIBILITIES

              	
                14

              
	
                SECTION
      8.4

              	
                ALLOCATIONS
      AND DELEGATIONS OF RESPONSIBILITY

              	
                14

              
	
                SECTION
      8.5

              	
                ADVISORS

              	
                15

              
	
                SECTION
      8.6

              	
                PLAN
      DETERMINATION

              	
                15

              
	
                SECTION
      8.7

              	
                CLAIMS
      REVIEW PROCEDURE

              	
                15

              
	
                SECTION
      8.8

              	
                MODIFICATION
      AND TERMINATION

              	
                17

              
	
                SECTION
      8.9

              	
                INDEMNIFICATION

              	
                17

              
	
                SECTION
      8.10

              	
                SUCCESSFUL
      DEFENSE

              	
                17

              
	
                SECTION
      8.11

              	
                UNSUCCESSFUL
      DEFENSE

              	
                17

              
	
                SECTION
      8.12

              	
                ADVANCE
      PAYMENTS

              	
                18

              
	
                SECTION
      8.13

              	
                REPAYMENT
      OF ADVANCE PAYMENTS

              	
                18

              
	
                SECTION
      8.14

              	
                RIGHT  OF
      INDEMNIFICATION

              	
                18

              
	 
      	 
      	 
      
	
                ARTICLE
      IX. EFFECTIVE DATE

              	
                18

              
	 
      	 
      	 
      
	
                ARTICLE
      X. MISCELLANEOUS

              	
                19

              
	 
      	 
      	 
      
	
                SECTION
      10.1

              	
                ASSIGNMENT

              	
                19

              
	
                SECTION
      10.2

              	
                GOVERNING
      LAW

              	
                19

              
	
                SECTION
      10.3

              	
                EMPLOYING
      COMPANY RECORDS

              	
                19

              
	
                SECTION
      10.4

              	
                EMPLOYMENT
      NON-CONTRACTUAL

              	
                19

              
	
                SECTION
      10.5

              	
                TAXES

              	
                19

              
	
                SECTION
      10.6

              	
                BINDING
      EFFECT

              	
                20

              
	
                SECTION
      10.7

              	
                ENTIRE
      AGREEMENT

              	
                20

              
	
                SECTION
      10.8

              	
                DECISIONS
      AND APPEALS

              	
                20

              


      

    

     

     

    
       

      
        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
I.

     

    SCOPE

     

    Section
1.1 Name

     

    This Plan
shall be known as the Separation Benefit Plan of Unit Corporation and
Participating Subsidiaries.  The Plan is an “employee benefit plan”
governed by the Employee Retirement Income Security Act of 1974, as amended, 29
U.S.C. §§1001-1461 (“ERISA”).

     

    Section
1.2 Plan
Year

     

    The Plan
Year is the calendar year.

     

    ARTICLE
II.

     

    DEFINITIONS

     

    
      	
              2.1  

            	
              “Compensation
      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:

            


    

     

    
       

      
        1

      

       

      (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
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


     

    
      2

    

     

    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 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);

     

    
      3

    

     

    (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  

            	
              “Employee”

            


    

     

    (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.

     

    (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

     

    
      4

    

     

    (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  

            	
              “Human
      Resources Director” means the Human Resources Director of the
      Company.

            


    

     

    
      	
              2.18  

            	
              “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.

            


    

     

    
      	
              2.19  

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

            


    

     

    
      	
              2.20  

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

            


    

     

    
      	
              2.21  

            	
              “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

     

    (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


     

    
      5

    

     

    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 2.21 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”).

     

    
      	
              2.22  

            	
              “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
III.

     

    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 

     

    
      6

    

     

    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:

     

    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:

     

    
      7

    

     

    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

            


    

     

    


    Under
certain exceptional circumstances the Compensation 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.

     

    
      8

    

     

    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

     

    (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.

     

    
      9

    

     

    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
IV.

     

    METHOD
OF PAYMENT

     

    Section
4.1 Separation
Benefit Payment

     

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

     

    Section
4.2 Protection
of Business

     

    4.2.1 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 Employing Company to cease doing business with the
Employing Company; (b) solicit or attempt to induce any employee of the
Employing Company to sever the employment relationship; (c) compete against the
Employing Company; (d) injure the Employing Company and the Company, in their
business activities or its reputation; or (e) act as an employee, independent
contractor, or service provider of a person or entity that is a competitor of
the Employing Company or injures the Employing Company or the Company, its
business activities or its reputation (collectively, the “Protection of Business
Requirements”).  The Compensation Committee in its sole discretion
shall decide whether any Eligible Employee is in violation of this
provision.

     

    4.2.2 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 from the date of the
violation forward.

     

    4.2.3 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.

     

    
      10

    

     

    4.2.4 The Plan
shall maintain records for each Eligible Employee that is eligible for
Separation Benefits and for each Eligible Employee that actually receives
Separation Benefits (including relevant dates, claim records, appeal records,
payment amounts, etc.);

     

    4.2.5 The Plan
shall pay benefits to Eligible Employees on a regular basis.  The Plan
shall process and pay Separation Benefits on a regular basis, and adjudicate
claims for denied or terminated Separation Benefits.

     

    4.2.6 The
Compensation Committee shall have the ultimate ongoing administrative duty to
monitor and investigate the activities of Eligible Employees to ensure they are
in compliance with the Protection of Business Requirements.  As set
forth herein, the Compensation Committee shall have discretion to determine on
an ongoing basis regarding whether each Eligible Employee receiving Separation
Benefits remains in compliance with the Plan’s Protection of Business
Requirements during the period the Eligible Employee is receiving separation
benefits.

     

    4.2.7 The
Compensation Committee shall have full and sole discretion to determine
eligibility for Separation Benefits and to construe the terms of the
Plan.

     

    4.2.8 By
accepting Separation Benefits, an Eligible Employee certifies that he/she is in
compliance with the Protection of Business Requirements.  Eligible
employees must notify the Plan, through the Human Resources Director, of any
change of employer, employment status, or job status or responsibilities, while
eligible for Separation Benefits.  Additionally, Eligible Employees
receiving benefits must complete and submit on request to the Plan a form
certifying that they are in compliance with the Protection of Business
Requirements.  The Human Resources Director shall review such forms
and make preliminary decisions whether the Eligible Employee is in compliance
with the Protection of Business Requirements;

     

    4.2.9 As a
condition to receiving Separation Benefits or coverage, Eligible Employees and
their employers must fully cooperate with any inquiry or investigation by the
Plan concerning the Protection of Business Requirements.  If the
Eligible Employee or employer fails to fully cooperate with any such inquiry or
investigation, the Eligible Employee shall be deemed to have been in violation
of the Protection of Business Requirements, and shall be deemed to have forfeit
any further benefits under the Plan and shall be obligated to repay the
Employing Company all monies previously received as Separation
Benefits;

     

    4.2.10 The
Company shall maintain a projection of the amount of money that will be required
for the Company to fulfill its unfunded obligation under the Plan to make
payments to various Eligible Employees at different times;

     

    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.

     

    
      11

    

     

    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 Compensation 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 Compensation Committee may discount the present value of
the future Separation Benefit payments using a commercially reasonable discount
rate.

     

    ARTICLE
V.

     

    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 

     

    
      12

    

     

    classification
or organizational unit, and the ages of all persons not eligible or selected for
separation under the Plan.

     

    ARTICLE
VI.

     

    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.

     

    ARTICLE
VII.

     

    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 Compensation 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 

     

    
      13

    

    such
benefit shall continue to be paid in accordance with the Plan provisions in
effect on the Termination of Employment.

     

    ARTICLE
VIII.

     

    ADMINISTRATION

     

    Section
8.1 Named
Fiduciary

     

    This Plan
shall be administered by the Company acting through the Compensation Committee
or such other person as may be designated by the Company from time to time. The
Compensation 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

     

    The
Compensation 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
Compensation Committee specified elsewhere in this Plan, the Compensation
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;

     

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

     

    8.3.4 To
determine eligibility for benefits under the Plan.

     

    Section
8.4 Allocations
and Delegations of Responsibility

     

    The Board
of Directors and the Compensation 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 

     

    
      14

    

     

    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 Compensation
Committee. The Company, the Board of Directors and the Compensation 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 Compensation
Committee, as applicable, concerning the discharge of the delegated
responsibilities.

     

    The Board
of Directors and the Compensation 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 Compensation Committee. The Company, the Board of Directors and the
Compensation 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 Compensation 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 Compensation 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 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 Compensation 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 

     

    
      15

    

     

    (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 Compensation Committee (or to
such other person as may be designated by the Compensation Committee) in writing
in such form as is permitted by the Compensation 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 Compensation 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 Compensation Committee review the denial, provided that the
Employee files a written request for review with the Compensation 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
Compensation 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


     

    
      16

    

     

    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 Compensation
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

     

    Benefits
under this Plan are not vested and may be changed, modified or terminated at any
time, either individually or on a Plan wide basis.  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.  However, such actions shall
not affect any Separation Benefit that has become payable to an Eligible
Employee as a result of that Employee’s Termination of Employment before this
amendment date, and that benefit shall continue to be paid in accordance with
the Plan provisions in effect on the date of the that Employee's 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 Compensation 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 Compensation 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:

     

    
      17

    

     

    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 Compensation 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 Compensation 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 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 Compensation 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
IX.

     

    EFFECTIVE
DATE

     

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

     

    
      18

    

     

    ARTICLE
X.

     

    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

     

    The Plan shall be construed and
administered in accordance with ERISA and with the laws of the State Oklahoma,
to the extent such State laws are not preempted by ERISA.  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

     

    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.

     

    
      19

    

     

    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.

     

    Section
10.8 Decisions
and Appeals

     

    10.8.1 Manner
and Content of Benefit Determination

     

    The Human
Resources Director shall provide a Eligible Employee with written or electronic
notification of any adverse benefit determination.  The notification
shall set forth, in a manner calculated to be understood by the Eligible
Employee the following:

     

    (a) the
specific reason(s) for the adverse determination;

     

    (b) references
to the specific plan provisions upon which the determination is
based;

     

    (c) a
description of any additional material or information necessary for the Eligible
Employee to perfect the claim and an explanation of why such material or
information is necessary;

     

    (d) a
description of the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the Eligible Employee’s right to bring
a civil action under section 502(a) of ERISA following an adverse benefit
determination on review;

     

    (e) if the
Plan utilizes a specific internal rule, guideline, protocol, or other similar
criterion in making the determination, either the specific rule, guideline,
protocol or other similar criterion; or a statement that such a rule, guideline,
protocol or other similar criterion was relied upon and that a copy of such
rule, guideline, protocol or similar criterion will be provided free of charge
to the Eligible Employee upon request;

     

    10.8.2 Appeal of
Denied Claim and Review Procedure

     

    (a) If an
Eligible Employee does not agree with the reason for the denial or termination
of Separation Benefits (including a denial or termination of benefits based on a
determination of an Eligible Employee’s eligibility to participate in the Plan),
he/she may file a written appeal within 180 days after the receipt of the
original claim determination.  The request 

     

    
      20

    

     

    should
state the basis for the disagreement along with any data, questions, or comments
he/she thinks are appropriate, and should be sent to the office of the Human
Resources director.

     

    (b) The
Compensation Committee shall conduct a full and fair review of the
determination.  The review shall not defer to the initial
determination, and it shall take into account all comments, documents, records
and other information submitted by the Eligible Employee without regard to
whether such information was previously submitted or considered in the initial
determination.

     

    10.8.3 Manner
and Content of Notification of Benefit Determination on Review

     

    Within 60
days (or longer if special circumstances require), the Compensation Committee
shall provide an Eligible Employee with written or electronic notification of
any adverse benefit determination on review.  The notification shall
set forth, in a manner calculated to be understood by the Eligible Employee the
following:

     

    (a) the
specific reason(s) for the adverse determination on review;

     

    (b) reference
to the specific plan provisions upon which the review is based;

     

    (c) a
statement that the Eligible Employee is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to his claim for benefits;

     

    (d) a
statement describing any voluntary appeal procedures offered by the Plan and the
Eligible Employee’s right to obtain the information about such procedures, and a
statement of the Eligible Employee’s right to bring an action under section
502(a) of ERISA;

     

    (e) if an
internal rule, guideline, protocol, or other similar criterion was relied upon
in making the adverse determination on review, either the specific rule,
guideline, protocol, or other similar criterion, or a statement that such rule,
guideline, protocol, or other similar criterion was relied upon in making the
adverse determination on review and that a copy of the rule, guideline,
protocol, or other similar criterion will be provided free of charge to the
Eligible Employee upon request;

     

    (f) the
following statement: “Other voluntary alternative dispute resolution methods,
such as mediation, may be available.  You may seek additional
information by contacting your local U.S. Department of Labor office and your
State insurance regulatory agency.”

     

    
      21

    

     

     

    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 (7n 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 

     

    
      A-1

    

     

    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 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 theday of,
      20__;

            


    

     

    ________________________(Employee)

     

     

    
      A-2

    

     

     

    (Name of
Employing Company)

     

    By: ____________________________                                                             

    Title: 
__________________________

    Date: 
__________________________

    


    


    
       

      
        A-3

      

       

    

     

    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 agrees to comply with all terms of 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
(‘) 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


     

    
      B-1

    

     

    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.  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.

     

    The Plan
shall be construed and administered in accordance with ERISA and other federal
laws, and with the laws of the State Oklahoma to the extent such State laws are
not preempted by ERISA.  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 theday of,
      20__;

            


    

     

    ________________________(Employee)

     

    


     

    (Name of
Employing Company)

     

    By: ____________________________                                                             

    Title: 
__________________________

    Date: 
__________________________

     

     

    B-2