Unassociated Document


    Exhibit
10.2

    

 

     

     

     

     

     

     

    


     

    SPECIAL
SEPARATION BENEFIT PLAN

     

    OF
UNIT CORPORATION AND

     

    PARTICIPATING
SUBSIDIARIES

     

    As
Amended and Restated

     

    Effective
December 31, 2008

     

     

     

     

     

     

     

     

     

    
       

      
        
        

      

       

    


    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

            	
              6

            
	
              Section
      3.3

            	
              Separation
      Benefit Amount

            	
              6

            
	
              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

            	
              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

            	
              10

            
	
              Section
      4.4

            	
              Payment
      to Specified Employees Upon Separation from Service

            	
              10

            
	
              Article
      5. Waiver and Release of Claims

            	
              10

            
	
              Article
      6. Funding

            	
              11

            
	
              Article
      7. Operation

            	
              11

            
	
              Section
      7.1

            	
              Employing
      Company Participation

            	
              11

            
	
              Section
      7.2

            	
              Status
      of Subsidiaries or Affiliates

            	
              11

            
	
              Section
      7.3

            	
              Termination
      by an Employing Company

            	
              11

            
	
              Article
      8. Administration

            	
              12

            
	
              Section
      8.1

            	
              Named
      Fiduciary

            	
              12

            
	
              Section
      8.2

            	
              Fiduciary
      Responsibilities

            	
              12

            
	
              Section
      8.3

            	
              Specific
      Fiduciary Responsibilities

            	
              12

            
	
              Section
      8.4

            	
              Allocations
      and Delegations of Responsibility

            	
              12

            
	
              Section
      8.5

            	
              Advisors

            	
              13

            


    

    


     

    
      i

    

     

     

    
      	
              Section
      8.6

            	
              Plan
      Determination

            	
              13

            
	
              Section
      8.7

            	
              Modification
      and Termination

            	
              13

            
	
              Section
      8.8

            	
              Indemnification

            	
              13

            
	
              Section
      8.9

            	
              Successful
      Defense

            	
              14

            
	
              Section
      8.10

            	
              Unsuccessful
      Defense

            	
              14

            
	
              Section
      8.11

            	
              Advance
      Payments

            	
              14

            
	
              Section
      8.12

            	
              Repayment
      of Advance Payments

            	
              14

            
	
              Section
      8.13

            	
              Right
      of Indemnification

            	
              14

            
	
              Article
      9. Effective Date

            	
              14

            
	
              Article
      10. Miscellaneous

            	
              15

            
	
              Section
      10.1

            	
              Assignment

            	
              15

            
	
              Section
      10.2

            	
              Governing
      Law

            	
              15

            
	
              Section
      10.3

            	
              Employing
      Company Records

            	
              15

            
	
              Section
      10.4

            	
              Employment
      Non-Contractual

            	
              15

            
	
              Section
      10.5

            	
              Taxes

            	
              15

            
	
              Section
      10.6

            	
              Binding
      Effect

            	
              15

            
	
              Section
      10.7

            	
              Agreement

            	
              16

            
	
              Section
      10.8

            	
              Decisions
      and Appeals

            	
              16

            


    

    


     

    Attachment
A - Separation Agreement

     

    Attachment
B - Separation Agreement

     

    
       

      
        ii

      

       

    


    SPECIAL
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 those 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 Special 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.

     

    Section
1.2 Plan
Year

     

    The Plan
Year is the calendar year.  The initial Plan Year is the period
January 1, 2004 through December 31, 2004.

     

     

    ARTICLE
2.

    DEFINITIONS

     

    
      	
              2.1  

            	
               “Base
      Salary” means the regular basic cash remuneration before deductions for
      taxes and other items withheld, and without regard to any salary reduction
      under 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.

            


    

     

    
      	
              2.2  

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

            


    

     

    
      	
              2.3  

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

            


    

     

    
      	
              2.4  

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

            


    

     

    
      	
              2.5  

            	
              “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 

     

    
      
        1

      

      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; and (D) any acquisition by any corporation pursuant
to a transaction with complies with clauses (i), (ii) and (iii) of subsection
(iii) of this definition;

    

     

    (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 the
election of Directors and (iii) individuals who were members of the Incumbent
Board will 

     

    
      2

    

    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.

     

    
      	
              2.6  

            	
              “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.”

            


    

     

    
      	
              2.7  

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

            


    

     

    
      	
              2.8  

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

            


    

     

    
      	
              2.9  

            	
              “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 the Employee’s Employing
Company.

            


    

     

    
      	
              2.10  

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

            


    

     

    
      	
              2.11  

            	
               “Completed
      Year of Service” means the period of time beginning with an Employee’s
      date of hire or the anniversary of the 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;

     

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

     

    (vi)  similar
actions.

     

    
      	
              2.13  

            	
              “Eligible
      Employee” means an Employee who is determined to be eligible to
      participate in this Plan and receive benefits under Article
    3.

            


    

     

    
      	
              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

     

    
       

      
        3

      

       

    

    (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
at the time of such demotion or transfer, 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 collective bargaining agreement between the
Employing Company and the union or the employee’s union bargains this Plan
pursuant to 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;

     

    (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; or

     

    (vi)  an
employee who is a member of the Board of Directors of the Employing
Company.

     

    
      	
              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 Special Separation Benefit Plan of Unit Corporation and
      Participating Subsidiaries Plan, as set forth in this document and as may
      be amended from time to time.

            


    

     

    
      	
              2.19  

            	
              “Separation
      Agreement” means the agreement between an Employee and the Employing
      Company in which the Employee waives and releases the Company, Employing
      Company and other potentially related parties from certain claims in
      exchange for and in consideration of payments of the Separation Benefit,
      to which the Employee would not otherwise be
  entitled.

            


    

     

    
      	
              2.20  

            	
              “Separation
      Benefit” means the benefit provided for under this Plan as determined
      under Article 3.

            


    

     

    
      	
              2.21  

            	
              “Separation
      Period” means the period of time over which an Eligible Employee receives
      Separation Benefits under the Plan
..

            


    

     

    
      4

    

     

    
      	
              2.22  

            	
              “Separation
      from Service” shall mean an Employee’s “separation from service” as
      determined by the Company in accordance with Section 409A of the
      Code.  A Separation from Service shall be effective on the date
      specified by the Employing Company (the “Termination
    Date”).

            


    

     

    
      	
              2.23  

            	
              “Specified
      Employee” means those employees of the Company or a Employing Company who
      are determined by the Compensation Committee to be a “specified employee”
      in accordance with Section 409A of the Code and the regulations
      promulgated thereunder.

            


    

     

    
      	
              2.24  

            	
               “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.

            


    

     

     

    ARTICLE
3.

    BENEFITS

     

    Section
3.1 Eligibility

     

    Each
Employee who (i) is selected by the Compensation Committee to participate in
this Plan, (ii) has at least one active Year of Service with an Employing
Company immediately before the date of his or her Separation from Service, (iii)
complies with all administrative requirements of this Plan, including the
provisions of Article 5, (iv) has a termination of employment that is the result
of the circumstances described in Section 3.2, and (v) works through his/her
Termination Date and 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 3.  An Employee
is ineligible to participate in this Plan if that Employee fails to satisfy any
of the requirements of this Plan including, but not limited to, failure to
establish that his or her termination met the requirements for a Separation from
Service.  Additionally, an Employee shall be ineligible to participate
in this Plan if that Employee’s termination of employment results
from:

     

    (i) A
Discharge for Cause,

     

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

     

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

     

    (iv) A
termination under which an Employee accepts any benefits under an incentive
retirement plan or other severance or termination benefits program, contract or
plan (other than a Change of Control Contract) offered by the Company or the
Employing Company,

     

    (v) An
Employee who has a written employment contract which contains severance
provisions (other than a Change of Control Contract),

     

    
      5

    

     

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

     

    (vii) A
temporary work cessation due to strikes, lockouts or similar
reasons,

     

    (viii) The
divestiture of any business of an Employing Company 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, or

     

    (ix) A
termination of the Employee if the Employee is offered a Comparable Position
arranged for or secured by an Employing Company.

     

    Section
3.2 Separation
Benefit

     

    A
Separation Benefit shall be provided for Eligible Employees under the provisions
of this Article 3 if an Eligible Employee’s Separation from Service is the
result of (i) an Employing Company terminating the employment of the Eligible
Employee, (ii) a voluntary termination of employment by the Eligible Employee on
or after the date the Eligible Employee attains age 65 or (iii) the death of the
Eligible Employee on or after the date the Eligible Employee attains age
65.

     

    Section
3.3 Separation
Benefit Amount

     

    The
Separation Benefit payable to an Eligible Employee under this 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 before the date of Separation from
Service 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:

     

    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

              


      

    

    


    
       

      
        6

      

       

    

    Section
3.4 Separation
Benefit Limitation

     

    Notwithstanding
anything in this 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 amounts paid under the
Separation Benefit Plan of Unit Corporation and Participating Subsidiaries,
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 this 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 due an Eligible Employee under
this Plan shall be revoked immediately on reemployment of the person as an
Employee of an Employing Company.  Any 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 resulting
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, or court
award because of the Eligible Employee’s termination of employment 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

     

    
      7

    

     

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

     

    Section
3.10 Change
in Control

     

    Unless
otherwise provided in writing by the Board of Directors before 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 the Eligible
Employee’s then Years of Service as determined by reference to the schedule set
forth in Section 3.3 of this Plan.  Any Separation Benefit deemed to
have vested under this Section shall be payable on the Eligible Employee’s
Separation from Service with the Employing Company and shall be paid in
accordance with the Plan provisions in effect immediately before the Change in
Control.

     

     

    ARTICLE
4.

    METHOD
OF PAYMENT

     

    Section
4.1 Separation
Benefit Payment

     

    Separation
Benefit payments shall be paid in equal installments in the same manner as wages
were paid to the Eligible Employee, and, subject to Section 4.4, the
installments shall begin no later than 90 days following the Termination
Date.  Notwithstanding anything in the Plan to the contrary, the
Separation Period for an Eligible Employee shall never exceed the amount of time
permitted under ERISA to maintain this Plan as a welfare benefit
plan.  If under the payment schedule set forth in this Plan, the
Separation Period will expire before the full payment of the Separation Benefit
owed to an Eligible Employee under this Plan, then the total amount unpaid as of
the final installment shall be paid to the Eligible Employee in the final
installment.

     

    Section
4.2 Protection
of Business

     

    (i) Any Eligible Employee who receives
Separation Benefits under Section 3.3.2 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
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
Section.

     

    (ii) 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.

     

    
      8

    

     

    (iii) In the
event of a Change in Control, the Eligible Employee’s obligations
under this Section shall expire and be canceled, and the Eligible 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.

     

    (iv) 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.).

     

    (v) 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.

     

    (vi) 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 in this Plan, the Compensation Committee shall have discretion to
determine on an ongoing basis 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.

     

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

     

    (viii) 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 to the Plan on request 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
regarding whether the Eligible Employee is in compliance with the Protection of
Business Requirements.

     

    (ix) 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 therefore forfeit any further benefits under
the Plan and shall be obligated to repay the Employing Company all monies
previously received as Separation Benefits.

     

    (x) 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.

     

    
      9

    

     

    Section
4.3 Death

     

    4.3.1                      Separation from Service as a result
of death - In the event that the Eligible Employee’s Separation from
Service 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
Sections 3.3 and 4.1.  If there is no designated, living Beneficiary,
payments shall be paid to the executor or administrator of the Eligible
Employee’s estate.  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 5 of the Plan.

     

    4.3.2                      Death Subsequent to Separation from
Service - In the event that an Eligible Employee’s death occurs after the
date of Separation from Service, and before receipt of any or all of the
benefits to which the Eligible Employee was entitled under this Plan, then the
remaining payments shall be paid to the Eligible Employee’s Beneficiary in
accordance with Sections 3.3 and 4.1.  If there is no designated,
living Beneficiary, the remaining payments shall be paid to the executor or
administrator of the Eligible Employee’s estate.

     

    Section
4.4 Payment
to Specified Employees Upon Separation from Service

     

    In no
event shall a Specified Employee receive a payment under this Plan following a
Separation from Service before the first business day of the seventh month
following the date of Separation from Service, unless the Separation from
Service results from death.  Any amounts which would otherwise be
payable to the Specified Employee during the six month period may, at the
Employing Company’s discretion, be accumulated and paid on the first day of the
seventh month following the date of the Specified Employee’s Separation from
Service.

     

     

    ARTICLE
5.

    WAIVER
AND RELEASE OF CLAIMS

     

    Except as
provided in Section 4.3.1, it is a condition of this Plan that no Separation
Benefit shall be paid to or for any Employee except on due signing 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, the Employing Company, their 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.  The
waiver and release provided in the Separation Agreement is 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 of
whether the Employee shall be required to sign a Separation Agreement in the
form shown by Attachment “A” or “B” or otherwise shall be within the sole
discretion of the Employing Company.

     

    In
connection with the signing 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


     

    
      10

    

    either
twenty-one (21) days (if Attachment “A” is used), or forty-five (45) days (if
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, if 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 Company or 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 this Plan.

     

     

    ARTICLE
7.

    OPERATION

     

    Section
7.1 Employing
Company Participation

     

    Any
subsidiary or affiliate of the Company, at the discretion of the Company, may
participate as an Employing Company in the Plan on the following
conditions:

     

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

     

    (ii)  Such
entity may withdraw from participation as an Employing Company in accordance
with Section 7.3 in which event this entity 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

     

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

     

    Section
7.2 Status
of Subsidiaries or Affiliates

     

    The
authority of each subsidiary or affiliate 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 the Employing Company’s chief executive
officer or his delegate.  Withdrawal by any Employing Company under
this Section or complete discontinuance of Separation Benefits under


     

    
      11

    

    this Plan
by any Employing Company other than the Company, shall constitute termination of
this 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 at the time of the Separation from Service.

     

     

    ARTICLE
8.

    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
those terms are defined or used in ERISA.

     

    Section
8.2 Fiduciary
Responsibilities

     

    The named
fiduciary shall fulfill the duties and requirements of 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 the fiduciary
responsibilities and may cancel any 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 carrying out 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:

     

    (i) To interpret or construe the terms of
this Plan, including eligibility to participate, and resolve ambiguities,
inconsistencies and omissions;

     

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

     

    (iii) To decide all questions concerning this
Plan and the eligibility of any person to participate in this Plan;
and

     

    (iv) To determine eligibility for benefits
under this 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 those 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
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.

     

    
      12

    

     

    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 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 Separation from Service.

     

    Section
8.8 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.

     

    
      13

    

     

    Section
8.9 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 8.8 shall be entitled to indemnification as authorized in
such Section 8.8.

     

    Section
8.10 Unsuccessful
Defense

     

    Except as
provided in Section 8.9, any indemnification under Section 8.8, unless ordered
by a court of competent jurisdiction, shall be made by the Company only if
authorized in the specific case:

     

    8.10.1                      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 8.8; or

     

    8.10.2                      If
a quorum under Section 8.10.1 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 8.8 has been
met by such member of the Compensation Committee.

     

    Section
8.11 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 8.10, except that, in view of
the obligation of repayment set forth in Section 8.12, there need be no finding
or opinion that the required standard of conduct has been met.

     

    Section
8.12 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 8.11 shall be repaid if person receiving such advance
is ultimately found, under the procedures set forth in this Article 8, 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
8.13 Right
of Indemnification

     

    Notwithstanding
the failure of the Company or Employing Company, as applicable, to provide
indemnification in the manner set forth in Sections 8.10 and 8.11, 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 8.8, 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
is amended and restated effective on and after December 31, 2008.

     

    
       

      
        14

      

       

    

    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

     

    The Plan
shall be construed and administered in accordance with ERISA and with the laws
of the State of 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 this 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 times, 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.

     

    
      15

    

     

    Section
10.7 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

     

    Within
thirty (90) days from the date of an Employee’s Separation from Service (or
longer if special circumstances require), the Human Resources Director and the
General Counsel shall provide the Employee with either an agreement and release
offering Separation Benefits under the Plan or written or electronic
notification of such Employee’s ineligibility for or denial of Separation
Benefits, either in whole or in part.  If at any time the Human
Resources Director and the General Counsel make any adverse benefit
determination, such notification shall set forth, in a manner calculated to be
understood by the Employee including the following:

     

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

     

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

     

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

     

    (iv) a
description of the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the Employee’s right to bring a civil
action under section 502(a) of ERISA following an adverse benefit determination
on review under Section 10.8.3;

     

    (v) 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 Employee upon request;

     

    10.8.2                      Appeal
of Denied Claim and Review Procedure

     

    If an 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 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
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.

     

    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


     

    
      16

    

     

    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 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 Employee the following:

     

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

     

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

     

    (iii) a
statement that the 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;

     

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

     

    (v) 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
Employee upon request;

     

    (vi) 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.”

     

    EXECUTED as of this 31st day of
December, 2008.UNIT CORPORATION

     

    By: /s/ Mark E.
Schell

    Mark E.
Schell, Senior Vice President and General Counsel

     

     

    


    
       

      
        17

      

       

    


    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 (21) 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
Separation from Service. 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”).

     

    
      A-1

    

     

    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.

     

    Employee
acknowledges receipt of this Agreement on this ____ day of, __________,
20__;

     

    (Employee)

     

    Employee
acknowledges signing and, in signing, consenting to this Agreement on this
______ day of ________________________, 20__;

     

    ______________________(Employee)

     

    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
Special 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 

     

    
      
        B-1

      

      that this
release and discharge includes any claim under any other statute, regulation or
common law rule relating to Employee’s employment or separation from
service.  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.

     

    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