Unassociated Document


    Exhibit
10.3

       

       

       

       

       

       

       

       

       

       

       

       

      
 

       

      UNIT
CORPORATION

       

      SEPARATION
BENEFIT PLAN

       

      FOR
SENIOR MANAGEMENT

       

       

       

       

       

      As
Amended and Restated

       

      Effective
December 31, 2008

       

       

      
         

        
          
          

        

         

      


      UNIT
CORPORATION

      SEPARATION
BENEFIT PLAN

      FOR
SENIOR MANAGEMENT

       

      INDEX

       

      
        	 
      	
                Page

              
	 
      	 
      
	
                Introduction

              	
                1

              
	 
      	 
      	 
      
	
                ARTICLE
      1. Definitions

              	
                1

              
	 
      	 
      	 
      
	
                1.1

              	
                “Base
      Salary”

              	
                1

              
	
                1.2

              	
                “Beneficiary”

              	
                1

              
	
                1.3

              	
                “Board
      of Directors”

              	
                1

              
	
                1.4

              	
                “Bonus”

              	
                1

              
	
                1.5

              	
                “Change
      in Control”

              	
                1

              
	
                1.6

              	
                “Code”

              	
                3

              
	
                1.7

              	
                “Company”

              	
                3

              
	
                1.8

              	
                “Comparable
      Position”

              	
                3

              
	
                1.9

              	
                “Compensation
      Committee”

              	
                3

              
	
                1.10

              	
                “Completed
      Year of Service”

              	
                3

              
	
                1.11

              	
                “Discharge
      for Cause”

              	
                3

              
	
                1.12

              	
                “Employing
      Company”

              	
                3

              
	
                1.13

              	
                “Erisa”

              	
                4

              
	
                1.14

              	
                “Human
      Resources Director”

              	
                4

              
	
                1.15

              	
                “Participant”

              	
                4

              
	
                1.16

              	
                “Plan”

              	
                4

              
	
                1.17

              	
                “Separation
      Agreement”

              	
                4

              
	
                1.18

              	
                “Separation
      Benefit”

              	
                4

              
	
                1.19

              	
                “Separation
      Period”

              	
                4

              
	
                1.20

              	
                “Separation
      from Service”

              	
                4

              
	
                1.21

              	
                “Specified
      Employee”

              	
                4

              
	
                1.22

              	
                “Years
      of Service”

              	
                4

              
	 
      	 
      	 
      
	
                ARTICLE
      2. Benefits

              	
                4

              
	 
      	 
      	 
      
	
                2.1

              	
                Participants

              	
                4

              
	
                2.2

              	
                Separation
      Benefit

              	
                4

              
	
                2.3

              	
                Eligibility

              	
                5

              
	
                2.4

              	
                Separation
      Benefit Amount

              	
                5

              
	
                2.5

              	
                Separation
      Benefit Limitation

              	
                7

              
	
                2.6

              	
                Withholding
      Tax

              	
                7

              
	
                2.7

              	
                Reemployment
      of a Participant

              	
                7

              
	
                2.8

              	
                Integration
      with Disability Benefits

              	
                7

              
	
                2.9

              	
                Plan
      Benefit Offset

              	
                7

              
	
                2.10

              	
                Recoupment

              	
                8

              
	
                2.11

              	
                Completion
      of Twenty Years of Service

              	
                8

              


      

       

      
        i

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            2.12

                                          	
                                            Change
      in Control

                                          	
                                            8

                                          
	 
      	 
      	 
      
	
                                            ARTICLE
      3. Method of Payment

                                          	
                                            8

                                          
	 
      	 
      	 
      
	
                                            3.1

                                          	
                                            Separation
      Benefit Payment

                                          	
                                            8

                                          
	
                                            3.2

                                          	
                                            Protection
      of Business

                                          	
                                            9

                                          
	
                                            3.3

                                          	
                                            Death
      Subsequent to Separation from Service

                                          	
                                            10

                                          
	
                                            3.4

                                          	
                                            Payment
      to Specified Employees Upon Separation from Service

                                          	
                                             
      11

                                          
	 
      	 
      	 
      
	
                                            ARTICLE
      4. Waiver and Release of Claims

                                          	
                                            11

                                          
	 
      	 
      	 
      
	
                                            ARTICLE
      5. Funding

                                          	
                                            11

                                          
	 
      	 
      	 
      
	
                                            ARTICLE
      6. Administration

                                          	
                                            11

                                          
	 
      	 
      	 
      
	
                                            6.1

                                          	
                                            Named
      Fiduciary

                                          	
                                            11

                                          
	
                                            6.2

                                          	
                                            Fiduciary
      Responsibilities

                                          	
                                            12

                                          
	
                                            6.3

                                          	
                                            Specific
      Fiduciary Responsibilities

                                          	
                                            12

                                          
	
                                            6.4

                                          	
                                            Allocations
      and Delegations of Responsibility

                                          	
                                            12

                                          
	
                                            6.5

                                          	
                                            Advisors

                                          	
                                            13

                                          
	
                                            6.6

                                          	
                                            Plan
      Determination

                                          	
                                            13

                                          
	
                                            6.7

                                          	
                                            Modification
      and Termination

                                          	
                                            13

                                          
	
                                            6.8

                                          	
                                            Indemnification

                                          	
                                            13

                                          
	
                                            6.9

                                          	
                                            Successful
      Defense

                                          	
                                            14

                                          
	
                                            6.10

                                          	
                                            Unsuccessful
      Defense

                                          	
                                            14

                                          
	
                                            6.11

                                          	
                                            Advance
      Payments

                                          	
                                            14

                                          
	
                                            6.12

                                          	
                                            Repayment
      of Advance Payments

                                          	
                                            14

                                          
	
                                            6.13

                                          	
                                            Right  of
      Indemnification

                                          	
                                            14

                                          
	 
      	 
      	 
      
	ARTICLE
      7. Effective Date and Plan Year	
                                            15

                                          
	 
      	 
      	 
      
	
                                            ARTICLE
      8. Miscellaneous

                                          	
                                            15

                                          
	 
      	 
      	 
      
	
                                            8.1

                                          	
                                            Assignment

                                          	
                                            15

                                          
	
                                            8.2

                                          	
                                            Governing
      Law

                                          	
                                            15

                                          
	
                                            8.3

                                          	
                                            Employing
      Company Records

                                          	
                                            15

                                          
	
                                            8.4

                                          	
                                            Employment
      Non-Contractual

                                          	
                                            15

                                          
	
                                            8.5

                                          	
                                            Taxes

                                          	
                                            16

                                          
	
                                            8.6

                                          	
                                            Binding
      Effect

                                          	
                                            16

                                          
	
                                            8.7

                                          	
                                            Entire
      Agreement

                                          	
                                            16

                                          
	
                                            8.8

                                          	
                                            Decisions
      and Appeals

                                          	
                                            16

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        ii

      

       


      UNIT
CORPORATION

      SEPARATION
BENEFIT PLAN

      FOR
SENIOR MANAGEMENT

       

      Introduction

       

      The
purpose of the Unit Corporation Separation Benefit Plan for Senior Management is
to provide certain officers and key executives of Unit Corporation or its
subsidiaries with appropriate assurances of continued income and other benefits
for a reasonable period of time in the event that the individual’s employment
ceases under the circumstances described herein.

       

      The
Compensation Committee shall, in its absolute discretion select the individuals
to be covered by this Plan from time to time.  The Compensation
Committee may notify each selected individual of his or her selection and
provide him or her with a copy of this Plan.

       

      Participation
in the Plan shall not in any respect be deemed to grant Participant either a
right to continued participation in the Plan or a right to continued employment
and employment and participation remains terminable at will by either the
Employing Company or Participant at any time for any reason or for no
reason.

       

      ARTICLE
1.

      Definitions

       

      
        	
                1.1  

              	
                “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 a Participant for services rendered to an Employing
      Company, but not including pay for Bonuses, incentive compensation,
      special pay, awards or
commissions.

              


      

       

      
        	
                1.2  

              	
                “Beneficiary”
      means the person designated by a
      Participant in a written instrument filed with the Compensation Committee
      to receive benefits under this
Plan.

              


      

       

      
        	
                1.3  

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

              


      

       

      
        	
                1.4  

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

              


      

       

      
        	
                1.5  

              	
                “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 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


              


      

       

      
        1

      

       

      
        	
                 

              	
                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 which
      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
      

              


      

       

      
        2

      

       

      
        	
                 

              	
                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.

              


      

       

      
        	
                1.6  

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

              


      

       

      
        	
                1.7  

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

              


      

       

      
        	
                1.8  

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

              


      

       

      
        	
                1.9  

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

              


      

       

      
        	
                1.10  

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

              


      

       

      
        	
                1.11  

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

              


      

       

      
        	
                (i)  

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

              


      

       

      
        	
                (ii)  

              	
                the
      commission by Participant 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 Participant duties on behalf of
      the Employing Company;

              


      

       

      
        	
                (iv)  

              	
                the
      conviction of or the entry of a plea of nolo contendere by Participant 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 Participant’s fiduciary duty involving personal profit;
      or

              


      

       

      
        	
                (vi)  

              	
                similar
      actions.

              


      

       

      
        	
                1.12  

              	
                “Employing
      Company” with
      respect to a Participant shall mean either the Company or, if applicable,
      the subsidiary of the Company which employs
      Participant.

              


      

       

      
        3

      

       

      
        	
                1.13  

              	
                “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.

              


      

       

      
        	
                1.14  

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

              


      

       

      
        	
                1.15  

              	
                “Participant”
      means
      an individual who is designated as such pursuant to Section
      2.1.

              


      

       

      
        	
                1.16  

              	
                “Plan”
      means
      the Unit Corporation Separation Benefit Plan for Senior Management, as set
      forth in this document and as may be amended from time to
      time.

              


      

       

      
        	
                1.17  

              	
                “Separation
      Agreement” means the
      agreement between an Employee and the Employing Company in which the
      Participant 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
      Participant would not otherwise be
  entitled.

              


      

       

      
        	
                1.18  

              	
                “Separation
      Benefit” means
      the benefit provided for under this Plan as determined under Article
      2.

              


      

       

      
        	
                1.19  

              	
                “Separation
      Period” means
      the period of time over which a Participant receives Separation Benefits
      under the Plan.

              


      

       

      
        	
                1.20  

              	
                “Separation
      from Service” shall
      mean an Participant’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”).

              


      

       

      
        	
                1.21  

              	
                “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.

              


      

       

      
        	
                1.22  

              	
                “Years
      of Service” means
      the sum of the number of continuous Completed Years of Service as an
      employee of an Employing Company during Participant’s period of employment
      beginning with Participant’s most recent hire date and ending with
      Participant’s most recent termination
  date.

              


      

       

       

      ARTICLE
2.

      Benefits

       

      
        	
                2.1  

              	
                Participants

              


      

       

      Each
individual named on Schedule I hereto shall be a Participant in the
Plan.  Schedule I may be amended by the
Compensation Committee from time to time to add individuals as a
Participant.

       

      
        	
                2.2  

              	
                Separation
      Benefit

              


      

       

      
        4

      

       

      A
Separation Benefit shall be provided under the provisions of this Article 2 to a
Participant who is eligible to receive a Separation Benefit under Section 2.3 at
the time of their Separation from Service.

       

      
        	
                2.3  

              	
                Eligibility

              


      

       

      Each
Participant who complies with all administrative requirements of this Plan,
including the provisions of Article 4, is eligible to receive a Separation
Benefit following their Separation from Service.  However, a
Participant is ineligible to receive a Separation Benefit if he or she 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, a Participant shall be ineligible
to participate in this Plan if that Participant’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) An offer
to Participant of a position with an Employing Company, or
affiliate,

       

      (iv) A
termination under which a Participant accepts any benefits under an incentive
retirement plan or other severance or termination benefits program, contract or
plan offered by the Company or the Employing Company,

       

      (v) A
Participant who has a written employment contract which contains severance
provisions,

       

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

       

      (vii) The
divestiture of any business of an Employing Company if the Participant is
offered a Comparable Position by the purchaser or successor of such business, an
affiliate thereof, or an affiliate of an Employing Company, or

       

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

       

      
        	
                2.4  

              	
                Separation
      Benefit Amount

              


      

       

      The
Separation Benefit payable to a Participant under this Plan shall be based, in
part, on his/her Years of Service with the Company, or Employing
Company.  The formula for determining a Participant’s Separation
Benefit payment shall be calculated by dividing Participant’s annual Base Salary
in effect 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
Participant shall then be determined in accordance with the following applicable
provision:

       

      
        5

      

       

      
        	
                2.4.1  

              	
                Involuntary separation
      - In the event the Separation from Service is the result of an Employing
      Company terminating the employment of Participant, 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

                  


          

        

      

      
        	
                2.4.2  

              	
                Voluntary separation -
      In the event the Separation from Service is the result of Participant’s
      own action (such as by way of example and not limitation, quitting,
      resignation or retirement) the Separation Benefit shall be determined
      according to the following
Schedule:

              


      

       

      Voluntary
Separation

      Schedule
of Separation Benefits

       

      
        
          
            
              
                	
                         

                        Years
      of

                        Service

                      	
                        Number
      of Weekly

                        Separation
      Benefit

                        Payments

                      
	 
      	 
      
	
                        1-19

                      	
                        0

                      
	
                        20

                      	
                        80

                      
	
                        21

                      	
                        84

                      
	
                        22

                      	
                        88

                      
	
                        23

                      	
                        92

                      
	
                        24

                      	
                        96

                      
	
                        25

                      	
                        100

                      
	
                        26
      or more

                      	
                        104

                      


              

            

          

        

      

       

      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 

       

      
        6

      

       

      a
Participant to receive Separation Benefits in accordance with the schedule set
forth in Section 2.4.1.

       

      
        	
                2.5  

              	
                Separation
      Benefit Limitation

              


      

       

      Notwithstanding
anything in the Plan to the contrary, the Separation Benefit payable to any
Participant 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
federal, state, local or foreign government worker notification (e.g., Worker
Adjustment and Retraining Notification Act) or office closing
requirements.

       

      
        	
                2.6  

              	
                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 Participant with the Employing Company for purposes of income tax
withholding on regular wages.

       

      
        	
                2.7  

              	
                Reemployment
      of a Participant

              


      

       

      Entitlement
to the unpaid balance of any Separation Benefit due a Participant 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.

       

      
        	
                2.8  

              	
                Integration
      with Disability Benefits

              


      

       

      The
Separation Benefit payable to a Participant 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 Participant in any future period.

       

      
        	
                2.9  

              	
                Plan
      Benefit Offset

              


      

       

      The
amount of any severance or separation type payment that an Employing Company is
or was obligated to pay to a Participant under any law, decree, or court award,
because of Participant’s termination of employment from an Employing Company
shall reduce the amount of Separation Benefit otherwise payable under this
Plan.

       

      
        7

      

       

      
        	
                2.10  

              	
                Recoupment

              


      

       

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

       

      
        	
                 
      

              	
                (a)

              	
                Participant,
      or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      executor or administrator of Participant’s
  estate.

              


      

       

      
        	
                2.11  

              	
                Completion
      of Twenty Years of Service

              


      

       

      Any
Participant who completes 20 Years of Service before the termination of this
Plan shall be vested in his/her Separation Benefit, notwithstanding the
subsequent termination of this Plan before that Participant’s Separation from
Service.  Any Separation Benefit deemed to have vested under this
Section shall be payable on such Participant’s Separation from Service with the
Employing Company and shall be paid in accordance with the greater of (1) the
Plan provisions in effect immediately before the termination of this Plan, and
(2) the Plan provisions in effect on the date Participant completed 20 Years of
Service.

       

      
        	
                2.12  

              	
                Change
      in Control

              


      

       

      Unless
otherwise provided in writing by the Board of Directors before a Change in
Control of the Company, all Participant shall be vested in his/her Separation
Benefit as of the date of the Change in Control based on the Participant’s then
Years of Service as determined by reference to the schedule set forth in Section
2.3.1 of this Plan.  Any Separation Benefit deemed to have vested
under this Section shall be payable upon Participant’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
3.

      Method
of Payment

       

      
        	
                3.1  

              	
                Separation
      Benefit Payment

              


      

       

      Separation
Benefit payments shall be paid in equal installments in the same manner as wages
were paid to Participant while employed, and, subject to Section 3.4, 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 a Participant
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 a Participant under this Plan, then the total
amount unpaid as of the final installment shall be paid to the Participant in
the final installment.

       

      
        	
                3.1.1  

              	
                Each
      Participant, upon selection for participation in this Plan, may make an
      election to defer payment of the Separation Benefit to a date specified in
      the deferral election that will be provided in a form prescribed by the
      Compensation 

              


      

       

      
        8

      

       

      
        	
                 

              	
                Committee.  A
      Participant who elects to defer payment of his or her Separation Benefit
      will also be permitted to elect between payment of the deferred Separation
      Benefit in the form of a lump sum or installment payments over a 24-month
      period.  A Participant may change his or her election so long as
      the election to change is submitted to the Compensation Committee at least
      twelve months prior to the date payment of a Separation Benefit would have
      otherwise commenced and payment of the Separation Benefit is delayed at
      least five years from the date payment was previously set to
      commence.

              


         

      

       

      
        	
                3.2  

              	
                Protection
      of Business

              


      

       

      
        	
                3.2.1  

              	
                Any
      Participant who
      receives Separation Benefits under Section 2.2 of this Plan agrees that,
      in consideration of the Separation Benefits, the Participant 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 Participant is in
      violation of this Section.

              


      

       

      
        	
                3.2.2  

              	
                Except
      as provided in the next paragraph and/or the Separation Agreement, in the
      event the Participant violates the
      Protection of Business Requirements of this Section (or the like
      provisions of his or her Separation Agreement), the Participant 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.

              


      

       

      
        	
                3.2.3  

              	
                In
      the event of a Change in Control, the Participant ’s obligations
      under this Section shall expire and be canceled, and the Participant 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.

              


      

       

      
        	
                3.2.4  

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

              


      

       

      
        9

      

       

      
        	
                3.2.5  

              	
                The
      Plan shall pay benefits to Participant 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.

              


      

       

      
        	
                3.2.6  

              	
                The
      Compensation Committee shall have the ultimate ongoing administrative duty
      to monitor and investigate the activities of Participants 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 Participant
      receiving Separation Benefits remains in compliance with the Plan’s
      Protection of Business Requirements during the period the Participant is receiving
      Separation Benefits.

              


      

       

      
        	
                3.2.7  

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

              


      

       

      
        	
                3.2.8  

              	
                By
      accepting Separation Benefits, a Participant certifies that
      he/she is in compliance with the Protection of Business
      Requirements.  Participants 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, Participants 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 Participant is in
      compliance with the Protection of Business
  Requirements.

              


      

       

      
        	
                3.2.9  

              	
                As
      a condition to receiving Separation Benefits or coverage, Participants and their
      employers must fully cooperate with any inquiry or investigation by the
      Plan concerning the Protection of Business Requirements.  If the
      Participant or
      employer fails to fully cooperate with any such inquiry or investigation,
      the Participant
      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.

              


      

       

      
        	
                3.2.10  

              	
                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 Participants at different
      times.

              


      

       

      


       

      
        	
                3.3  

              	
                Death
      Subsequent to Separation from
Service

              


      

       

      If the
death of a Participant occurs after the date of Separation from Service and
before receipt of the full Separation Benefit to which he or she was entitled,
the remaining payments shall be paid to such Participant’s Beneficiary in
accordance with the Provisions of Section 2.4.2 and 3.1.  If there is
no designated living Beneficiary, the payments shall be paid to the executor or
administrator of Participant’s estate.

       

      
        10

      

       

      
        	
                3.4  

              	
                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
4.

      Waiver
and Release of Claims

       

      It is a
condition of this Plan that no Separation Benefit shall be paid to or for any
Participant except on due signing and delivery to the Employing Company by that
Participant of a Separation Agreement, in substantially the form attached to
this Plan as Attachment A (except as may be modified from time to time), by
which Participant 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
Separation from Service.  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 Participant would not otherwise be
entitled.

       

      In
connection with the signing of the Separation Agreement, the following
procedures shall be followed (except as modified from time to time): Participant
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; Participant shall be given 21 days to consider the Separation
Agreement before signing; after signing, Participant shall have seven days in
which to revoke the Separation Agreement; and the Separation Agreement shall not
take effect until that seven-day period shall have passed.

       

      ARTICLE
5.

      Funding

       

      This Plan
is an unfunded employee welfare benefit plan under ERISA established by the
Company.  Benefits payable to Participants 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
6.

      Administration

       

      
        	
                6.1  

              	
                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 

       

      
        11

      

       

      capacity
as Administrator, a “Named Fiduciary,” as such terms are defined or used in
ERISA.

       

      
        	
                6.2  

              	
                Fiduciary
      Responsibilities

              


      

       

      The named
fiduciary shall fulfill the duties and requirements of 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.

       

      
        	
                6.3  

              	
                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 determination of who shall be a
Participant; and

       

      (iv) To
determine eligibility for Separation Benefits under this Plan.

       

      
        	
                6.4  

              	
                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.

       

      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 

       

      
        12

      

       

      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.

       

      
        	
                6.5  

              	
                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.

       

      
        	
                6.6  

              	
                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.

       

      
        	
                6.7  

              	
                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 Participants, but such actions shall not
affect any Separation Benefit that has become payable to a Participant, and such
benefit shall continue to be paid in accordance with the Plan provisions in
effect on the date of the Separation from Service.

       

      
        	
                6.8  

              	
                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 

       

      
        13

      

       

      with the
performance of his/her duties, responsibilities and obligations under this Plan
and under ERISA.

       

      
        	
                6.9  

              	
                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 6.8 shall be entitled to indemnification as authorized in
Section 6.8.

       

      
        	
                6.10  

              	
                Unsuccessful
      Defense

              


      

       

      Except as
provided in Section 6.9, any indemnification under Section 6.8, unless ordered
by a court of competent jurisdiction, shall be made by the Company only if
authorized in the specific case:

       

      
        	
                6.10.1  

              	
                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 6.8;
or

              


      

       

      
        	
                6.10.2  

              	
                If
      a quorum under Section 6.10.1 is not obtainable with due diligence by 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 6.8 has been met by such member of the Compensation
      Committee.

              


      

       

      
        	
                6.11  

              	
                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 6.10, except that, in view of
the obligation of repayment set forth in Section 6.12, there need be no finding
or opinion that the required standard of conduct has been met.

       

      
        	
                6.12  

              	
                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 6.11 shall be repaid if the person receiving such
advance is ultimately found, under the procedures set forth in this Article 6,
not to be entitled to the extent the expenses so advanced by the Company exceed
the indemnification to which he or she is entitled.

       

      
        	
                6.13  

              	
                Right
      of Indemnification

              


      

       

      Notwithstanding
the failure of the Company or Employing Company, as applicable, to provide
indemnification in the manner set forth in Sections 6.10 and 6.11, and despite


       

      
        14

      

       

      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 6.8, 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
7.

      Effective
Date and Plan Year

       

      This Plan
shall be effective as amended and restated on and after December 31,
2008.  The Plan Year is the calendar year.

       

      ARTICLE
8.

      Miscellaneous

       

      
        	
                8.1  

              	
                Assignment

              


      

       

      A
Participant’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.

       

      
        	
                8.2  

              	
                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.

       

      
        	
                8.3  

              	
                Employing
      Company Records

              


      

       

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

       

      
        	
                8.4  

              	
                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, determine 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 

       

      
        15

      

       

      maintained
or carried on, in the same manner and to the same extent as if this Plan were
not in existence.

       

      
        	
                8.5  

              	
                Taxes

              


      

       

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

       

      
        	
                8.6  

              	
                Binding
      Effect

              


      

       

      This Plan
shall be binding on the Company, any Employing Company and their successors and
assigns, and Participant,  Participant’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.

       

      
        	
                8.7  

              	
                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.

       

      
        	
                8.8  

              	
                Decisions and Appeals

              


      

       

      
        	
                8.8.1  

              	
                Manner and Content of
      Benefit Determination

              


      

       

      Within
thirty (90) days from the date of a Participant’s Separation from
Service (or longer if special circumstances require), the Human Resources
Director and the General Counsel shall provide the Participant with either an
agreement and release offering Separation Benefits under the Plan or written or
electronic notification of such Participant’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 Participant 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 Participant 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 Participant’s right to bring a
civil action under section 502(a) of ERISA following an adverse benefit
determination on 

       

      
        16

      

       

      review
under Section 8.8.3;

       

      (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 Participant upon
request;

       

      
        	
                8.8.2  

              	
                Appeal of Denied Claim
      and Review Procedure

              


      

       

      If a
Participant 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 a Participant’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 Participant without regard to
whether such information was previously submitted or considered in the initial
determination.

       

      
        	
                8.8.3  

              	
                Manner and Content of
      Notification of Benefit Determination on
Review

              


      

       

      Within 60
days (or longer if special circumstances require), the Compensation Committee
shall provide a Participant 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 Participant 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 Participant 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
Participant’s right to obtain the information about such procedures, and a
statement of the Participant’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
Participant upon request;

       

      
        17

      

       

      (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

       

      


       

       

       

       

       

       

       

       

       

      
        18

      

       

      To
receive a Separation Benefit, a participant must sign the following Separation
Agreement provided by the Company:

       

      SEPARATION
AGREEMENT

       

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

       

      Participant’s
employment will end on ____________________, 20__.

       

      Unit will
pay to Participant a Separation Benefit of $_________________ in accordance with
and subject to the terms of the Unit Corporation Separation Benefit Plan for
Senior Management (the “Plan”).

       

      Participant
knows that state and federal laws, including the Age Discrimination in
Employment Act, 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.

       

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

       

      PARTICIPANT
HAS TWENTY-ONE DAYS AFTER RECEIVING THIS AGREEMENT TO CONSIDER WHETHER TO SIGN
IT.

       

      AFTER
SIGNING THIS AGREEMENT,  PARTICIPANT HAS ANOTHER SEVEN DAYS IN WHICH
TO REVOKE IT, AND IT DOES NOT TAKE EFFECT UNTIL THOSE SEVEN DAYS HAVE
ENDED.

       

      In
exchange for the Separation Benefit described above, to which Participant is not
otherwise entitled, Participant 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
Participant’s employment or the termination of that employment and agrees not to
assert any such claim, liability, or lawsuit. This includes any claim under the
Age Discrimination in Employment Act or under any other federal, state, or local
statute or regulation relating to employment discrimination.  It also
includes any claim under any other statute or regulation or common law rule
relating to Participant’s employment or the termination of that
employment.  This Agreement does not have any effect with respect to
acts or events occurring after the date upon which Participant signs
it.  This Agreement does not limit any benefits to which Participant
is entitled under any retirement plans, if any.

       

      As
further consideration for the payment of the Separation Benefit described above,
Participant agrees that if Participant’s Separation Benefit is received pursuant
to Section 2.3.2 “Voluntary Separation” of the Plan, Participant 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 

       

      
        1

      

       

      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 with the Company (collectively, the “Protection of
Business Requirements”).

       

      Except as
provided in the next paragraph, in the event Participant violates the Protection
of Business Requirements hereof, Participant 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 (as defined in the Plan), Participant’s obligations
regarding the Protection of Business Requirements under this Agreement shall
expire and be canceled, and Participant shall be entitled to the Separation
Benefits provided under the Plan in accordance with the terms of the Plan,
notwithstanding whether Participant thereafter engages in conduct that would
otherwise violate the Protection of Business Requirements described in this
Agreement.

       

      Participant
has carefully read and fully understands all the provisions of this
Agreement.  This Agreement and the Plan constitute the entire
agreement between the parties and is legally binding and enforceable.
Participant has not relied upon any representation or statement, written or
oral, not set forth in this Agreement.

       

      This
Agreement shall be governed and interpreted under federal law and the laws of
Oklahoma.

       

      
        2

      

       


      Participant
knowingly and voluntarily signs this Agreement.

       

      
        	
                Date
      Delivered to Participant:

              	
                [Name
      of Employing Company]

              


      

       

      
        
        

      

       

      
        	__________________________	
                By: 
        ___________________________

              	 


      

       

      
        	
              	
                Title: 
      ___________________________

              	 


      

       

      
        	
                Date
      signed by Participant:

              	
                Date: 
      ___________________________

              	 


      

       

      
        	
                __________________________ 
      

              	 


      

       

      
        	
                Participant
      Signature:

              	
                Seven-Day
      Revocation Period Ends:

              


      

       

      
        	
                __________________________ 
      

              	____________________________ 


      

       

       

      __________________________

      


      (Print
Participant’s Name)

      
         

        
          3

        

         

      


      SCHEDULE
I

       

      Dated as
of December 31, 2008

       

       

       

      Name of
Participants

       

      King P.
Kirchner

      O. Earle
Lamborn

      John G.
Nikkel