Unassociated Document


    
      Exhibit
        10.1

      


      CONSULTING
        AGREEMENT

      


      This
        consulting agreement (this "Agreement")
        is
        dated April 9, 2007, and is between John G. Nikkel ("Nikkel")
        and
        Unit Corporation (the "Corporation").
        Nikkel
        and the Corporation are collectively referred to as the "Parties."

      


      WHEREAS,
        on December 17, 2004, the Parties entered into a consulting agreement (the
        "Original
        Agreement");

      


      WHEREAS,
        on April 1, 2006, the Original Agreement expired according to its
        terms;

      


      WHEREAS,
        on April 12, 2006, the Parties renewed the Agreement for a one year term
        effective April 1, 2006;

      


      WHEREAS,
        the Parties desire to again enter into a consulting agreement under the
        substantially same terms and conditions as the Original Agreement;

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants contained
        in this Agreement, the Parties agree as follows:

      


      1. Except
        as
        otherwise provided herein, this Agreement incorporates and adopts the terms
        and
        conditions of the Original Agreement attached hereto as Exhibit A.

      


      2. This
        Agreement is for a term of 1 year commencing as of April 1, 2007 unless it
        is
        sooner terminated by mutual written agreement of the parties. In the event
        of
        Nikkel’s death during the term of this Agreement, the obligations of the parties
        under this Agreement will terminate.

      


      3. In
        the
        event there is a conflict between the terms of this Agreement and that of
        the
        Original Agreement, the terms of this Agreement will govern.

      


      IN
        WITNESS WHEREOF,
        each of
        the parties has signed this Agreement, in the case of the Corporation by
        its
        duly authorized officer, as of the day and year set forth above. 

      


       

      
        	 	 	Unit Corporation
	 	 	 
	
                 /s/
                  John G. Nikkel

              	 	/s/
                Mark E. Schell
	John G. Nikkel    	 	Mark E. Schell, Senior Vice
                President


      

       


      
        
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      EXHIBIT
        A

      


      CONSULTING
        AGREEMENT

       

      This
        consulting agreement is dated December 17, 2004, and is between John G. Nikkel
        ("Nikkel")
        and
        Unit Corporation, a Delaware corporation (the "Corporation").

       

      Nikkel
        has elected to retire as an employee and Chief Executive Officer of the
        Corporation effective April 1, 2005 and will cease to be an officer of the
        Corporation as of that date.

      The
        board
        of directors of the Corporation wishes to secure the services of Nikkel as
        a
        consultant to the Corporation and Nikkel is willing to act in that capacity
        following his retirement. 

       

      The
        Corporation and Nikkel wish to enter into this agreement to describe their
        obligations to each other and the scope of Nikkel's services to the Corporation
        as an independent contractor and consultant to the Corporation after his
        retirement.

      The
        parties therefore agree as follows:

       

      1.  Term
        of Agreement.

       

      This
        agreement is for a term of 1 year starting on the date of Nikkel's retirement
        unless it is sooner terminated by mutual written agreement of the parties.
        In
        the event of Nikkel's death during the term of this agreement, the obligations
        of the parties under this agreement shall terminate.

      The
        parties, by mutual written agreement, may extend the term of this agreement
        for
        successive 1 year periods at any time before the termination of the then
        existing term of this agreement.

       

      2.  Consulting
        Fees.

       

      In
        consideration of Nikkel's obligations under this agreement, the Corporation
        shall pay Nikkel an annual consulting fee of $70,000, with payments to be
        made
        monthly in accordance with the Corporation's usual procedures. This compensation
        shall be paid beginning as of Nikkel's retirement date and ending on the
        termination of this agreement.

      During
        the term of this agreement the Corporation shall make available to Nikkel
        secretarial services and office space. 

       

      3.  Consulting
        Services.

       

      3.1  Duration
        and Scope.
        During
        the term of this agreement, Nikkel shall serve as a consultant to the
        Corporation (including its subsidiaries, affiliates and joint venture partners).
        Nikkel will provide the advice and counsel to the Corporation as reasonably
        requested by the Chief Executive Officer of the Corporation. Unless otherwise
        requested, Nikkel shall attend the weekly exploration meetings held by the
        Corporation's subsidiary Unit Petroleum Company to assist in the decisions
        normally made during those meetings.

       

      3.2  Compliance
        with Laws.
        Nikkel
        shall comply at his expense with all applicable provisions of workers'
        compensation laws, unemployment compensation laws, federal social security
        law,
        the Fair Labor Standards Act, federal, state and local income tax laws, and
        all
        other applicable federal, state and local laws, regulations and codes applicable
        to his status as an independent contractor.

       

      3.3  Status.
        As a
        consultant to the Corporation, Nikkel shall act as an independent contractor.
        Nikkel shall not have the status of an employee of the Corporation. Nikkel
        shall
        be solely responsible for and shall pay all such amounts of applicable federal
        and state income and self employment taxes. Except as otherwise provided
        in this
        agreement, Nikkel shall not be eligible to participate in any employee benefit,
        group insurance or compensation plans or programs maintained by the Corporation;
        provided,
        however,
        that
        any rights that Nikkel may have under these plans or programs because of
        his
        prior status as an employee and officer of the Corporation (or his status
        as a
        director of the Corporation) shall not be affected by this agreement. The
        Corporation shall not provide Social Security, unemployment compensation,
        disability insurance, workers ' compensation or similar coverage, or any
        other
        statutory employment benefit, to Nikkel.

       

      
        
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      3.4  Reimbursement
        of Reasonable Expenses.
        On
        presentment to the Corporation of appropriate documentation of his expenses,
        the
        Corporation shall reimburse Nikkel under guidelines similar to those applicable
        to the Corporation's officers for reasonable expenses incurred by Nikkel
        during
        the performance of his consulting services.

       

       

      4.  Protection
        of the Corporation's Interests.

       

      4.1  Protection
        of Trade Secrets.
        For the
        term of this agreement, Nikkel shall not, without the prior written consent
        of
        the Corporation, disclose or use for any purpose (except in the course of
        his
        consulting services with the Corporation and in furtherance of the Corporation's
        business) confidential information or proprietary data of the Corporation,
        its
        subsidiaries, affiliates and joint venture partners, except as required by
        applicable law or legal process. Nikkel agrees to deliver to the Corporation
        at
        the termination of this agreement, or at such other time as the Corporation
        may
        request, all memoranda, notes, plans, records, reports and other documents
        (and
        copies thereof) relating to the business of the Corporation, its subsidiaries,
        affiliates and joint venture partners, that Nikkel may then possess or have
        under his control.

       

      4.2  Limitation
        on Services Provided to Others.
        During
        the term of this agreement, Nikkel shall not, directly or
        indirectly:

       

      (a) Engage
        in
        any business or activity in which the Corporation or any subsidiary, affiliate
        or joint venture partner of the Corporation is engaged (provided, however,
        that
        the purchase, sale and leasing of oil and gas mineral interests or participating
        in the drilling of oil and gas wells by Nikkel shall not be deemed to be
        a
        violation of this provision but nothing in this agreement will relieve Nikkel
        of
        any fiduciary duties he may owe to the Corporation); nor 

      (b) Be
        employed by, render services of any kind to, advise or receive compensation
        in
        any form from, nor invest or participate in any manner or capacity in, any
        entity or person that directly or indirectly engages in such business or
        activity.

      This
        Subsection will not preclude investments in a corporation whose stock is
        traded
        on a public market and of which Nikkel owns less than a significant
        interest.

      4.3  Nonsolicitation.
        During
        the term of this agreement, Nikkel shall not, directly or
        indirectly:

       

      (a) Attempt
        to cause any employee of the Corporation or any subsidiary, affiliate or
        joint
        venture partner to leave his or her employment; nor

      (b) Knowingly
        advise or provide information to any person in connection with an attempt
        by
        such person to cause any employee of the Corporation or any subsidiary,
        affiliate or joint venture partner to leave his or her employment.

      4.4  Modification
        by Court.
        If any
        of the covenants contained in subsections 4.1, 4.2 and 4.3 above is determined
        to be unenforceable because of the duration of the covenant or the area covered
        by it, then the court or arbitrator making the determination shall have the
        power to reduce the duration of the covenant or the area covered by it, and
        the
        covenants, in their reduced form, will be enforceable.

       

      4.5  Different
        Jurisdictions.
        If any
        of the covenants set forth in Subsections 4.1, 4.2 and 4.3 above is determined
        to be wholly unenforceable by the courts or arbitrators of any domestic or
        foreign jurisdiction, then the determination shall not bar or in any way
        affect
        the Corporation's right to relief in the courts or in arbitration proceedings
        of
        any other jurisdiction with respect to any breach of such covenants in such
        other jurisdiction. Such covenants, as they relate to each jurisdiction,
        shall
        be severable into independent covenants and shall be governed by the laws
        of the
        jurisdiction where a breach occurs.

       

      4.6  Purpose
        of Covenants.
        Nikkel
        and the Corporation agree that the covenants in Subsections 4.1, 4.2 and
        4.3
        above are reasonable and necessary to protect the confidentiality of the
        trade
        secrets and other proprietary information concerning the business of the
        Corporation and its subsidiaries, affiliates and joint venture partners that
        was
        acquired by Nikkel as an employee of the Corporation and during the course
        of
        his consulting services under this Agreement.

       

      
        
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      4.7  Repayment
        of Gains.
        Nikkel
        and the Corporation agree that the principal purpose of entering into this
        agreement was to motivate Nikkel to contribute to the Corporation's success
        and
        to increase the Corporation's value. Nikkel and the Corporation also agree
        that
        any breach of the covenants set forth in Subsections 4.1, 4.2 and 4.3 above
        would be contrary to the purpose of this agreement. In the event that Nikkel
        takes any action contrary to any of the covenants set forth in Subsections
        4.1,
        4.2 and 4.3 above, Nikkel shall on demand pay the Corporation an amount equal
        to
        the total amount of all cash compensation paid to Nikkel under this agreement,
        whether that cash compensation was paid before or after the time when Nikkel
        takes the contrary action.

       

      5.  Miscellaneous
        Provisions.

       

      5.1  Waiver.
        No
        provisions of this agreement can be modified, waived or discharged unless
        the
        modification, waiver or discharge is agreed to in writing and signed by Nikkel
        and the Corporation. No waiver by either party of any breach of, or of
        compliance with, any condition or provision of this agreement by the other
        party
        shall be considered a waiver of any other condition or provision or of the
        same
        condition or provision at another time.

       

      5.2  Assignment
        and Successors; The Corporation.
        The
        Corporation shall require any successor (whether direct or indirect and whether
        by purchase, lease, merger, consolidation, liquidation or otherwise) to all
        or
        substantially all of the Corporation's business and/or assets, by an agreement
        in substance and form satisfactory to Nikkel, to assume this agreement and
        to
        perform this agreement in the same manner and to the same extent as the
        Corporation would be required to perform it in the absence of a succession.
        For
        all purposes under this agreement, the term "Corporation" shall include any
        successor to the Corporation's business and/or assets that executes and delivers
        the assumption agreement described in this Subsection 5.2 or that becomes
        bound
        by this agreement by operation of law. The rights and benefits of Nikkel
        under
        this agreement may not be anticipated, assigned, alienated, or subject to
        attachment, garnishment, levy, execution, or other legal or equitable process
        except as required by law. Any attempt by Nikkel to anticipate, alienate,
        assign, sell, transfer, pledge, encumber, or charge the same shall be void.
        

       

      5.3  Arbitration.
        Any
        dispute or controversy arising under or in connection with this agreement
        shall
        be settled exclusively by arbitration in Tulsa, Oklahoma, in accordance with
        the
        rules of the American Arbitration Association then in effect. Judgment may
        be
        entered on the arbitrator's award in any court having jurisdiction. Within
        30
        days following the conclusion of any arbitration proceeding (notwithstanding
        any
        appeal), the Corporation shall pay all reasonable attorneys' fees and related
        expenses incurred by Nikkel in connection with any such arbitration;
provided,
        however,
        that
        the Corporation's reimbursement obligation under this sentence shall be limited
        to $15,000 in the event that the Corporation is the prevailing party in the
        action and $30,000 if Nikkel is the prevailing party in the action. For purposes
        of the preceding sentence, if there is disagreement concerning who is the
        prevailing party, then the parties shall request that the arbitrator hearing
        the
        dispute determine the point and the parties agree to be bound by the
        arbitrator's determination.

       

      5.4  Taxes.
        All
        payments made under this agreement shall be subject to any required withholding
        of applicable taxes.

       

      5.5  Whole
        Agreement.
        No
        agreements, representations or understandings (whether oral or written and
        whether express or implied) which are not expressly set forth in this agreement
        have been made or entered into by either party with respect to the subject
        matter hereof. 

       

      5.6  Choice
        of Law.
        The
        validity, interpretation, construction and performance of this agreement
        shall
        be governed by the laws of the State of Oklahoma.

       

      5.7  Severability.
        The
        invalidity or unenforceability of any provision or provisions of this agreement
        shall not affect the validity or enforceability of any other provision, which
        shall remain in full force and effect.

       

      5.8  Delivery
        of Notice.
        Notices
        and all other communications contemplated by this agreement shall be in writing
        and shall be deemed to have been duly given when personally delivered or
        when
        mailed by certified mail, return receipt requested and postage prepaid. In
        the
        case of the Nikkel, mailed notices shall be addressed to him at the home
        address
        which he most recently communicated to the Corporation in writing. In the
        case
        of the Corporation, mailed notices shall be addressed to its corporate
        headquarters, and all notices shall be directed to the attention of its
        Secretary.

       

      
        
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      IN
        WITNESS WHEREOF, each
        of
        the parties has signed this agreement, in the case of the Corporation by
        its
        duly authorized officer, as of the day and year first above
        written.

      


      


      


      /s/
        John G. Nikkel

      John
        G. Nikkel

      


      Unit
        Corporation

      


      


      


      /s/
        Larry D. Pinkston

      By:
        Larry
        D. Pinkston

      Its:
        President

       

       

       

       

       

       

       

       

       

       

       

       

       

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