Unassociated Document


    Exhibit
10.1

      


       

      


       

       

      SEPARATION
BENEFIT PLAN OF

       

      UNIT
CORPORATION AND PARTICIPATING SUBSIDIARIES

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      


       

      As
Amended and Restated

      Effective:  December
31, 2008

       

       

      
         

        
          
          

        

         

      

      Table
of Contents

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      Page

                                    
	
                                      ARTICLE
      I. SCOPE

                                    	
                                      1

                                    
	 
      	 
      	 
      
	
                                      SECTION
      1.1

                                    	
                                      NAME

                                    	
                                      1

                                    
	
                                      SECTION
      1.2

                                    	
                                      PLAN
      YEAR

                                    	
                                      1

                                    
	 
      	 
      	 
      
	
                                      ARTICLE
      II. DEFINITIONS

                                    	
                                      1

                                    
	 
      	 
      	 
      
	
                                      SECTION
      2.1

                                    	
                                      “BASE
      SALARY”

                                    	
                                      1

                                    
	
                                      SECTION
      2.2

                                    	
                                      “BENEFICIARY”

                                    	
                                      1

                                    
	
                                      SECTION
      2.3

                                    	
                                      “BOARD
      OF DIRECTORS”

                                    	
                                      1

                                    
	
                                      SECTION
      2.4

                                    	
                                      “BONUS”

                                    	
                                      1

                                    
	
                                      SECTION
      2.5

                                    	
                                      “CHANGE
      IN CONTROL”

                                    	
                                      1

                                    
	
                                      SECTION
      2.6

                                    	
                                      “CHANGE
      OF CONTROL CONTRACT”

                                    	
                                      3

                                    
	
                                      SECTION
      2.7

                                    	
                                      “CODE”

                                    	
                                      3

                                    
	
                                      SECTION
      2.8

                                    	
                                      “COMPANY”

                                    	
                                      3

                                    
	
                                      SECTION
      2.9

                                    	
                                      “COMPARABLE
      POSITION”

                                    	
                                      3

                                    
	
                                      SECTION
      2.10

                                    	
                                      “COMPENSATION
      COMMITTEE”

                                    	
                                      3

                                    
	
                                      SECTION
      2.11

                                    	
                                      “COMPLETED
      YEAR OF SERVICE”

                                    	
                                      3

                                    
	
                                      SECTION
      2.12

                                    	
                                      “DISCHARGE
      FOR CAUSE”

                                    	
                                      3

                                    
	
                                      SECTION
      2.13

                                    	
                                      “ELIGIBLE
      EMPLOYEE”

                                    	
                                      4

                                    
	
                                      SECTION
      2.14

                                    	
                                      “EMPLOYEE”

                                    	
                                      4

                                    
	
                                      SECTION
      2.15

                                    	
                                      “EMPLOYING
      COMPANY”

                                    	
                                      5

                                    
	
                                      SECTION
      2.16

                                    	
                                      “ERISA”

                                    	
                                      5

                                    
	
                                      SECTION
      2.17

                                    	
                                      “HUMAN
      RESOURCES DIRECTOR”

                                    	
                                      5

                                    
	
                                      SECTION
      2.18

                                    	
                                      “PLAN”

                                    	
                                      5

                                    
	
                                      SECTION
      2.19

                                    	
                                      “SEPARATION
      AGREEMENT”

                                    	
                                      5

                                    
	
                                      SECTION
      2.20

                                    	
                                      “SEPARATION
      BENEFIT”

                                    	
                                      5

                                    
	
                                      SECTION
      2.21

                                    	
                                      “SEPARATION
      PERIOD”

                                    	
                                      5

                                    
	
                                      SECTION
      2.22

                                    	
                                      “SEPARATION
      FROM SERVICE”

                                    	
                                      5

                                    
	
                                      SECTION
      2.23

                                    	
                                      “SPECIFIED
      EMPLOYEE”

                                    	
                                      5

                                    
	
                                      SECTION
      2.24

                                    	
                                      “YEARS
      OF SERVICE”

                                    	
                                      5

                                    
	 
      	 
      	 
      
	
                                      ARTICLE
      III. BENEFITS

                                    	
                                      6

                                    
	 
      	 
      	 
      
	
                                      SECTION
      3.1

                                    	
                                      ELIGIBILITY

                                    	
                                      6

                                    
	
                                      SECTION
      3.2

                                    	
                                      SEPARATION
      BENEFIT

                                    	
                                      7

                                    
	
                                      SECTION
      3.3

                                    	
                                      SEPARATION
      BENEFIT AMOUNT

                                    	
                                      7

                                    
	
                                      SECTION
      3.4

                                    	
                                      SEPARATION
      BENEFIT LIMITATION

                                    	
                                      8

                                    
	
                                      SECTION
      3.5

                                    	
                                      WITHHOLDING
      TAX

                                    	
                                      8

                                    
	
                                      SECTION
      3.6

                                    	
                                      REEMPLOYMENT
      OF AN ELIGIBLE EMPLOYEE

                                    	
                                      8

                                    
	
                                      SECTION
      3.7

                                    	
                                      INTEGRATION
      WITH DISABILITY BENEFITS

                                    	
                                      9

                                    
	
                                      SECTION
      3.8

                                    	
                                      PLAN
      BENEFIT OFFSET

                                    	
                                      9

                                    
	
                                      SECTION
      3.9

                                    	
                                      RECOUPMENT

                                    	
                                      9

                                    
	
                                      SECTION
      3.10

                                    	
                                      COMPLETION
      OF TWENTY YEARS OF SERVICE

                                    	
                                      9

                                    
	
                                      SECTION
      3.11

                                    	
                                      CHANGE
      IN CONTROL

                                    	
                                      9

                                    
	 
      	 
      	 
      
	
                                      ARTICLE
      IV. METHOD OF PAYMENT

                                    	
                                      9

                                    
	 
      	 
      	 
      
	
                                      SECTION
      4.1

                                    	
                                      SEPARATION
      BENEFIT PAYMENT

                                    	
                                      9

                                    
	
                                      SECTION
      4.2

                                    	
                                      PROTECTION
      OF BUSINESS

                                    	
                                      10

                                    
	
                                      SECTION
      4.3

                                    	
                                      DEATH

                                    	
                                      11

                                    
	
                                      SECTION
      4.4 

                                    	
                                      PAYMENT
      TO SPECIFIED EMPLOYEES FROM SEPARATION OF SERVICE

                                    	
                                       
      12

                                    
	 
      	 
      	 
      
	
                                      ARTICLE
      V. WAIVER AND RELEASE OF CLAIMS

                                    	
                                      12

                                    
	 
      	 
      	 
      
	
                                      SECTION
      5.1

                                    	
                                      WAIVER
      AND RELEASE OF CLAIMS

                                    	
                                      12

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          i

        

         

         

      

      
        
          
            
              
                
                  	
                          ARTICLE
      VI. FUNDING

                        	
                          13

                        
	 
      	 
      	 
      
	
                          SECTION
      6.1

                        	
                          FUNDING

                        	
                          13

                        
	 
      	 
      	 
      
	
                          ARTICLE
      VII. OPERATION

                        	
                          13

                        
	 
      	 
      	 
      
	
                          SECTION
      7.1

                        	
                          WAIVER
      AND RELEASE OF CLAIMS

                        	
                          13

                        
	
                          SECTION
      7.2

                        	
                          STATUS
      OF SUBSIDIARIES OR AFFILIATES

                        	
                          13

                        
	
                          SECTION
      7.3

                        	
                          TERMINATION
      BY AN EMPLOYING COMPANY

                        	
                          13

                        
	 
      	 
      	 
      
	
                          ARTICLE
      VIII. ADMINISTRATION

                        	
                          13

                        
	 
      	 
      	 
      
	
                          SECTION
      8.1

                        	
                          NAMED
      FIDUCIARY

                        	
                          13

                        
	
                          SECTION
      8.2

                        	
                          FIDUCIARY
      RESPONSIBILITIES

                        	
                          14

                        
	
                          SECTION
      8.3

                        	
                          SPECIFIC
      FIDUCIARY RESPONSIBILITIES

                        	
                          14

                        
	
                          SECTION
      8.4

                        	
                          ALLOCATIONS
      AND DELEGATIONS OF RESPONSIBILITY

                        	
                          14

                        
	
                          SECTION
      8.5

                        	
                          ADVISORS

                        	
                          15

                        
	
                          SECTION
      8.6

                        	
                          PLAN
      DETERMINATION

                        	
                          15

                        
	
                          SECTION
      8.7

                        	
                          MODIFICATION
      AND TERMINATION

                        	
                          15

                        
	
                          SECTION
      8.8

                        	
                          INDEMNIFICATION

                        	
                          15

                        
	
                          SECTION
      8.9

                        	
                          SUCCESSFUL
      DEFENSE

                        	
                          15

                        
	
                          SECTION
      8.10

                        	
                          UNSUCCESSFUL
      DEFENSE

                        	
                          15

                        
	
                          SECTION
      8.11

                        	
                          ADVANCE
      PAYMENTS

                        	
                          16

                        
	
                          SECTION
      8.12

                        	
                          REPAYMENT
      OF ADVANCE PAYMENTS

                        	
                          16

                        
	
                          SECTION
      8.13

                        	
                          RIGHT  OF
      INDEMNIFICATION

                        	
                          16

                        
	 
      	 
      	 
      
	ARTICLE
      IX. EFFECTIVE DATE	
                          16

                        
	 
      	 
      	 
      
	
                          SECTION
      9.1

                        	
                          EFFECTIVE
      DATE

                        	
                          16

                        
	 
      	 
      	 
      
	
                          ARTICLE
      X. MISCELLANEOUS

                        	
                          16

                        
	 
      	 
      	 
      
	
                          SECTION
      10.1

                        	
                          ASSIGNMENT

                        	
                          16

                        
	
                          SECTION
      10.2

                        	
                          GOVERNING
      LAW

                        	
                          17

                        
	
                          SECTION
      10.3

                        	
                          EMPLOYING
      COMPANY RECORDS

                        	
                          17

                        
	
                          SECTION
      10.4

                        	
                          EMPLOYMENT
      NON-CONTRACTUAL

                        	
                          17

                        
	
                          SECTION
      10.5

                        	
                          TAXES

                        	
                          17

                        
	
                          SECTION
      10.6

                        	
                          BINDING
      EFFECT

                        	
                          17

                        
	
                          SECTION
      10.7

                        	
                          ENTIRE
      AGREEMENT

                        	
                          17

                        
	
                          SECTION
      10.8

                        	
                          DECISIONS
      AND APPEALS

                        	
                          17

                        


                

              

            

          

        

      

       

      
         

        
          ii

        

         

      


      SEPARATION
BENEFIT PLAN OF UNIT CORPORATION

      AND
PARTICIPATING SUBSIDIARIES

      


       

      Introduction

       

      The
purpose of this Plan is to provide financial assistance to Eligible Employees
whose employment has terminated under certain conditions, in consideration of
the waiver and release by 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 on the
Employing Company’s receipt of a written waiver and release given in accordance
with the provisions of this Plan.

       

      ARTICLE
I. SCOPE

       

             
Section 1.1 Name.  This
Plan shall be known as the Separation Benefit Plan of Unit Corporation and
Participating Subsidiaries.  The Plan is an “employee benefit plan”
governed by the Employee Retirement Income Security Act of 1974, as amended,
(“ERISA”).

       

             
Section 1.2 Plan
Year.  The
Plan Year is the calendar year.

       

      ARTICLE
II.

      DEFINITIONS

       

             
Section 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 Sections 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.

       

             
Section 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.

       

             
Section 2.3 “Board
of Directors” means the
board of directors of the Company.

       

             
Section 2.4 “Bonus” means any
annual incentive compensation paid to an Employee over and above Base Salary
earned and paid in cash or otherwise.

       

             
Section 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 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, 

       

      
        1

      

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

       

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

       

      (iii) approval by the stockholders of the
company of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a
“Corporate Transaction”);
excluding, however, a Corporate Transaction pursuant to which (i) all or
substantially all of the individuals or entities who are the beneficial owners,
respectively, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 70% of, respectively, the
outstanding shares of common stock, and the combined voting power of the
outstanding securities of such corporation entitled to vote generally in the
election of Directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially all of
the Company’s assets either 

       

      
         

        
          2

        

        directly or indirectly) in
substantially the same proportions relative to each other as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company
Common stock and the Outstanding Company Voting Securities, as the case may be,
(ii) no Person (other than: the Company; the corporation resulting from such
Corporate Transaction; and any Person which beneficially owned, immediately
prior to such Corporate Transaction, directly or indirectly, 25% or more of the
Outstanding Company Common Stock or the Outstanding Voting Securities, as the
case may be) will beneficially own, directly or indirectly, 25% or more of,
respectively, the outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the
outstanding securities of such corporation entitled to vote generally in
the election of Directors and (iii) individuals who were members of the
Incumbent Board will constitute a majority of the members of the Board of
Directors of the corporation resulting from such Corporate Transaction;
or

      

       

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

       

      Section
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”.

       

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

       

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

       

      Section
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.

       

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

       

      Section
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.

       

      Section
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;

       

      
        3

      

       

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

       

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

       

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

       

      Section
2.13 “Eligible
Employee”

       

       means
an Employee who is determined to be eligible to participate in this Plan and
receive benefits under Article III.

       

      Section
2.14 “Employee”

       

      2.14.1 “Employee”
means a person who is

       

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

       

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

       

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

       

      2.14.2 “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 subsection 2.14.1(iii),
above;

       

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

       

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

       

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

       

      
        4

      

       

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

       

      Section
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.

       

      Section
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.

       

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

       

      Section
2.18 “Plan” means the
Separation Benefit Plan of Unit Corporation and Participating Subsidiaries, as
set forth in this document and as may be amended from time to time.

       

      Section
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.

       

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

       

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

       

      Section
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”).

       

      Section
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.

       

      Section
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.  Provided, in the event an Employee was a member of
the Board of Directors of an Employing Company prior to (or after) the adoption
of the August 21, 2007 Amendment to the Plan, that Employee shall be credited
with the period of time 

       

      
        5

      

      beginning with his date of hire with an Employing
Company, and the provisions in Section 2.14(b)(vi) of any prior version of the
Plan shall be disregarded.

       

      ARTICLE
III.

      BENEFITS

       

      Section 3.1 Eligibility.  Each
Employee who (i) has at least one active Year of Service with an Employing
Company immediately before the date of his or her Separation from Service, (ii)
complies with all administrative requirements of this Plan, including the
provisions of Article V, and (iii) 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 III. 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),

       

      (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.

       

      
        6

      

       

       

      Section 3.2 Separation Benefit.  A
Separation Benefit shall be provided for Eligible Employees under the provisions
of this Article III.

       

      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 Employing Company. The
formula for determining an Eligible Employee’s Separation Benefit payment shall
be calculated by dividing the Eligible 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:

       

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

       

      Involuntary
Separation

      Schedule
of Separation Benefits

       

      
        
          
            
              
                
                  
                    	
                            Years
      of

                            Service

                          	
                            
                              Number
      of Weekly

                              Separation
      Benefit

                              Payments

                            

                          	
                            Years
      of

                            Service

                          	
                            Number
      of Weekly

                            Separation
      Benefit

                            Payments

                          
	
                            1

                          	
                                4

                          	
                            14

                          	
                            56

                          
	
                            2

                          	
                                8

                          	
                            15

                          	
                            60

                          
	
                            3

                          	
                                12

                          	
                            16

                          	
                            64

                          
	
                            4

                          	
                                16

                          	
                            17

                          	
                            68

                          
	
                            5

                          	
                                20

                          	
                            18

                          	
                            72

                          
	
                            6

                          	
                                24

                          	
                            19

                          	
                            76

                          
	
                            7

                          	
                                28

                          	
                            20

                          	
                            80

                          
	
                            8

                          	
                                32

                          	
                            21

                          	
                            84

                          
	
                            9

                          	
                                36

                          	
                            22

                          	
                            88

                          
	
                            10

                          	
                                40

                          	
                            23

                          	
                            92

                          
	
                            11

                          	
                                44

                          	
                            24

                          	
                            96

                          
	
                            12

                          	
                                48

                          	
                            25

                          	
                            100

                          
	
                            13

                          	
                                52

                          	
                            26
      or more

                          	
                            104

                          


                  

                

              

            

          

        

      

      


       

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

       

      
        7

      

       

       

      Voluntary
Separation

      Schedule
of Separation Benefits

       

      
        
          
            
              	
                          Years
      of

                          Service

                    	
                      Number
      of Weekly

                      Separation
      Benefit

                      Payments

                    
	
                              1-19

                    	
                      0

                    
	
                              20

                    	
                      80

                    
	
                                  21

                    	
                      84

                    
	
                              22

                    	
                      88

                    
	
                              23

                    	
                      92

                    
	
                              24

                    	
                      96

                    
	
                              25

                    	
                      100

                    
	
                      26 or
      more

                    	
                      104

                    


            

          

        

      

      


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

       

      Section
3.4 Separation
Benefit Limitation.  Notwithstanding
anything in 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 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 Eligible
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 reemployment 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-

       

      
        
          8

        

        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:

       

      (i) the
Eligible Employee, or

       

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

       

      Section 3.10 Completion
of Twenty Years of Service.  Any
Eligible Employee who completes Twenty Years of Service before to the
termination of this Plan shall be vested in his/her Separation Benefit
notwithstanding the subsequent termination of this Plan before that Eligible
Employee’s Separation from Service.  Any Separation Benefit deemed to
have vested under this section shall be payable on such Eligible Employee’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 the Eligible Employee completed Twenty Years of Service.

       

      Section 3.11 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 3.3.1 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
IV.

      METHOD
OF PAYMENT

       

      Section 4.1 Separation
Benefit Payment.  The
Separation Benefit shall be paid in equal installments in the same manner as
wages were paid to the 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 

       

      
        
          9

        

        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

       

      4.2.1 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.

       

      4.2.2 Except as
provided in the next paragraph and/or the Separation Agreement, in the event the
Eligible Employee violates the Protection of Business Requirements of this
Section (or the like provisions of his or her Separation Agreement), the
Eligible Employee shall not be entitled to any further payments of Separation
Benefits under this Plan and shall be obligated to repay the Employing Company
all monies previously received as Separation Benefits from the date of the
violation forward.

       

      4.2.3 In the
event of a Change in Control, 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.

       

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

       

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

       

      4.2.6 The
Compensation Committee shall have the ultimate ongoing administrative duty to
monitor and investigate the activities of Eligible Employees to ensure they are
in compliance with the Protection of Business Requirements.  As set
forth 

       

      
        
          10

        

        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.

      

       

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

       

      4.2.8 By
accepting Separation Benefits, an Eligible Employee certifies that he/she is in
compliance with the Protection of Business Requirements.  Eligible
employees must notify the Plan, through the Human Resources Director, of any
change of employer, employment status, or job status or responsibilities, while
eligible for Separation Benefits.  Additionally, Eligible Employees
receiving benefits must complete and submit 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.

       

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

       

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

       

      Section
4.3 Death

       

      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
Eligible Employee’s death, the Separation Benefit shall be paid to the Eligible
Employee’s Beneficiary in accordance with the provisions of Section 3.3.2 and
4.1, above.  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 V of this 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 payments shall be made to the Eligible
Employee’s Beneficiary in 

       

      
        
          11

        

        accordance
with the provisions of Section 3.3.2 and 4.1, above.  If there is no
designated living Beneficiary, 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
V.

      WAIVER
AND RELEASE OF CLAIMS

       

      Section
5.1 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 Separation from
Service 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,” “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
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, 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.

       

      
        12

      

       

      ARTICLE
VI.

      FUNDING

       

      Section
6.1 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
VII.

      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, sign 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 the entity may continue the provisions of 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 Employing Companies 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 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
VIII.

      ADMINISTRATION

       

      Section
8.1 Named
Fiduciary.  This
Plan shall be administered by the 

       

      
        13

      

      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 the 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.

       

      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 

       

      
        14

      

      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.  Benefits
under this Plan are not vested except as specifically stated otherwise in this
Plan document, and may be changed, modified or terminated at any time, either
individually or on a Plan-wide basis.  The Company may at any time,
without notice or consent of any person, terminate or modify this Plan in whole
or in part, and such termination or modification shall apply to existing as well
as to future employees.  However, such actions shall not affect any
Separation Benefit that has become payable to an Eligible Employee as a result
of that Employee’s Separation from Service before the amendment date, and such
benefit shall continue to be paid in accordance with the Plan provisions in
effect on the date of such Eligible Employee's 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.

       

      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 above shall be entitled to indemnification as
authorized in 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:

       

      
        15

      

       

      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 the person receiving such
advance is ultimately found, under the procedures set forth in this Article
VIII, 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 Section 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
IX.

      EFFECTIVE
DATE

       

      Section
9.1 Effective
Date.  This
Plan became effective December 14, 2004, and is hereby amended and restated
effective as of December 31, 2008.

       

      ARTICLE
X.

      MISCELLANEOUS

       

      Section
10.1 Assignment.  An
Employee’s right to benefits under this Plan shall not be assigned, transferred,
pledged, encumbered in any way or subject to attachment or garnishment,


       

      
        
          16

        

        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 the Plan shall be deemed to qualify, limit or alter
in any manner the Employing Company’s sole and complete authority and discretion
to establish, regulate, 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
maintained or carried on, in the same manner and to the same extent as if this
Plan were not in existence.

       

      Section 10.5 Taxes.  Neither
an Employing Company nor any fiduciary of this Plan shall be liable for any
taxes incurred by an Eligible Employee or Beneficiary for Separation Benefit
payments made pursuant to this Plan.

       

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

       

      Section 10.7 Entire Agreement.  This
Plan constitutes the entire understanding between the parties hereto and may be
modified only in accordance with the terms of this Plan.

       

      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 

       

      
        17

      

      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 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 

       

      
        18

      

       

      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

      


      
         

        
          19

        

         

      

       

      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 

       

      
        A-1

      

      employee
of the Company to sever the employment relationship (collectively, the
“Protection of Business Requirements”).

       

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

       

      In the event of a Change in Control of
Unit Corporation (as defined in the Plan), Employee’s obligations regarding the
Protection of Business Requirements under this Agreement shall expire and be
canceled, and Employee shall be entitled to Separation Benefits provided under
the Plan in accordance with the terms of the Plan, notwithstanding
whether Employee thereafter engages in conduct that would otherwise violate the
Protection of Business Requirements as described in this Agreement.

       

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

       

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

       

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

       

      Employee
knowingly and voluntarily signs this Agreement.

       

      
        	
                1.  

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

              


      

       

      ________________________(Employee)

       

      
        	
                2.  

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

              


      

       

      ________________________(Employee)

       

      
         

        
          A-2

        

         

      

      
        	
                3.  

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

              


      

       

      _______________________(Employee)

       

      


       

      (Name of
Employing Company)

       

      By:  _________________________________                                                             

      Title: 
________________________________

      Date: 
________________________________

      


      


      
         

        
          A-3

        

         

      

      


       

      SEPARATION
AGREEMENT “B”

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        B-1

      

      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.

       

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

       

      The Plan
shall be construed and administered in accordance with ERISA and other federal
laws, and with the laws of the State Oklahoma to the extent such State laws are
not preempted by ERISA.  If any part of this Agreement is held by a
court of competent jurisdiction to be void or voidable, such holding shall not
apply to render void or voidable the provisions of this Agreement not
encompassed in the court’s holding. Where necessary to maintain this Agreement’s
validity, a court of competent jurisdiction may modify the terms of this
Agreement to the extent necessary to effectuate its purposes as demonstrated by
the terms and conditions stated herein.

       

      Employee
knowingly and voluntarily signs this Agreement.

       

      
        	
                1.  

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

              


      

       

      _________________________(Employee)

       

      
        	
                2.  

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

              


      

       

      _________________________(Employee)

       

      
        	
                3.  

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

              


      

       

      _________________________(Employee)

       

      


       

      (Name of
Employing Company)

       

      By: 
____________________________                                                               

      Title: 
___________________________

      Date: 
___________________________



    B-2