UNIT CORPORATION STOCK APPRECIATION RIGHTS AWARD AGREEMENT PERSONAL AND CONFIDENTIAL
UNIT
CORPORATION
PERSONAL
AND CONFIDENTIAL
[Date]
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Participant
Name
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[--------------------]
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Date
of Grant
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[--------------------]
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Type
of Award
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Cash
Settled SAR
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▇▇▇▇▇
▇▇▇▇▇ per Stock Appreciation Right
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[--------------------]
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Number
of Share equivalents subject to this Award
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[--------------------]
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Expiration
Date
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[--------------------]
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We
are
pleased to inform you that as an employee of Unit Corporation or one of its
Affiliates, you have been granted an Award of Stock Appreciation Rights (also
referred to as a "SARs")
under
the Unit Corporation Stock and Incentive Compensation Plan (the "Plan").
The
SARs give you the opportunity to receive a lump sum cash payment at the time
of
exercise of the SARs, equal to the result of multiplying (a) the excess of
the
Fair Market Value of a Share on the date of exercise over the ▇▇▇▇▇ ▇▇▇▇▇
by (b)
the number of Shares with respect to which the SAR (or SARs) is exercised.
This
Award is subject to your acceptance of this Award as provided in Section
1 below
and the terms and conditions that follow in this agreement.
The
date
of the Award evidenced by this agreement (the "date
of grant")
and
the date the SARs expire are set forth above.
The
terms
and conditions of this Award, including non-standard provisions permitted
by the
Plan, are set forth below.
1. Acceptance
of SARs.
The
SARs
cannot be exercised unless you sign your name in the space provided on the
enclosed copy of this agreement and cause it to be delivered to the Secretary
of
the Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, before
the
30th
day
after the date of grant. If the Secretary does not timely receive your properly
signed copy of this agreement, then, despite anything else stated in this
agreement, the SARs will be void as if they were never awarded to you and
will
be of no effect. Your signing and timely delivering a copy of this agreement
will evidence your acceptance of the SARs on the terms and conditions stated
in
this agreement.
2. When
You Can Exercise
the SARs.
| (a) |
Unless
previously forfeited and subject to the other provisions of this
agreement, the SARs shall be exercisable in the following percentages
of
the number of Share equivalents subject to this Award on the following
dates:
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(i)
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[---]%
on the [---------------] anniversary of the date of grant;
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(ii)
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an
additional [---]% on the [---------------] anniversary of the date
of
grant; and
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1 of 7
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(iii)
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the
remaining [---]% on the [---------------] anniversary of the
date of grant
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| (b) |
Except
as otherwise provided in Section 6, the SARs shall lapse on the 10th
anniversary of the date of grant.
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| (c) |
SARs
shall not become exercisable unless you remain continuously in the
employ
or service of Unit Corporation or of one of its Affiliates from the
date
of grant until exercise, except as provided in Sections 6 and 10.
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| (d) |
The
right to exercise shall be cumulative. If the full number of Shares
with
respect to which the SARs are available for exercise in a period
shall not
be exercised, the balance, subject to any forfeiture provisions,
may be
exercised at any time or from time to time thereafter before the
lapse,
forfeiture or termination of the SARs.
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3. Notice
of Exercise. After
you
vest in them, you may exercise your SARs by delivering a signed Notice of
Exercise in the form attached to this agreement to Unit Corporation's Secretary
at the office specified above. Delivery of a signed form constitutes your
legally binding irrevocable exercise of the SARs, as indicated on the form.
In
the case of any delivery by facsimile transmission, the original Notice of
Exercise form shall be promptly forwarded by you by hand or mail to the
Secretary of Unit Corporation. If a properly signed Notice of Exercise form
is
not received by Unit Corporation's Secretary by the applicable expiration
date
specified in Sections 2(b), 6 or 7, the notice will be deemed void and of
no
effect. If notice of exercise of the SARs is given by a person other than
you,
Unit Corporation may require as a condition to exercise of the SARs the
submission to Unit Corporation of appropriate proof of the right of such
person
to exercise the SARs. A SAR will be deemed to have been exercised on the
date on
which the notice is received by Unit Corporation's secretary as described
above.
4. Terms
of Exercise. On
proper
exercise of any vested portion of your SARs, you shall be entitled to receive
in
cash the excess of (i) the Fair Market Value of the specified number of SARs
(which shall be equal, on a per share basis, to the Fair Market Value of
the
Shares) as of the date of exercise over (ii) the ▇▇▇▇▇ ▇▇▇▇▇ of the specified
number of SARs.
5.
Transferability of SARs. The
SARs
shall not be transferable by you otherwise than (i) by will, (ii) by the
laws of
descent and distribution, or (iii) under a qualified domestic relations order.
During your lifetime the SARs shall be exercisable only by you. Any transferred
SARs shall continue to be subject to the terms and conditions of this agreement,
including, without limitation, the provisions of this Section 5. Any transfer
permitted under this agreement shall be promptly reported in writing to Unit
Corporation's Secretary.
6. Affect
of Death
or Disability. Despite
what is provided for in Section 2, if your employment by or service with
Unit
Corporation or one of its Affiliates terminates by reason of your death or
disability (as determined by the Committee in its sole discretion), all of
the
SARs will become immediately exercisable in full and non-forfeitable and
shall
continue to be exercisable for a period of six months from the date of
termination.
7. Affect
of Other
Causes of Termination of Employment.
| (a) |
Subject
to Section 7(b), if your employment with the Company or a subsidiary
terminates otherwise than by reason of your death or disability,
the SARs
shall be exercisable only with respect to the number of SARs with
respect
to which it was exercisable on the date of termination of employment
and
then must be exercised, if at all, within thirty days after your
termination of employment or such SARs shall terminate and cease
to be
exercisable; provided however,
that in the case of termination for Cause, such SARs shall be forfeited
and no longer exercisable as of the date of your termination of
employment.
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2 of 7
| (b) |
For
the purposes of this agreement, your employment by an Affiliate of
Unit
Corporation shall be considered terminated on the date that the company
by
which you are employed is no longer an Affiliate of Unit
Corporation.
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8. Transfer
of Employment; Leave of Absence. A
transfer of your employment from Unit Corporation to an Affiliate or vice
versa,
or from one Affiliate to another, without an intervening period, shall not
be
deemed a termination of employment. If you are granted an authorized leave
of
absence, you shall be deemed to have remained in the employ of the company
by
which you are employed during such leave of absence.
9. Adjustments
in SARs.
| (a) |
The
existence of this agreement and the SARs shall not affect or restrict
in
any way the right or power of the Board of Directors or the stockholders
of Unit Corporation (or any of its Affiliates) to make or authorize
any
reorganization or other change in its capital or business structure,
any
merger or consolidation, any issue of bonds, debentures, preferred
or
prior preference stock ahead of or affecting the SARs, the dissolution
or
liquidation of the company or any sale or transfer of all or any
part of
its (or their) assets or business.
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| (b) |
In
the event of any corporate event or transaction that is subject to
the
provisions of Section 4.2 of the Plan, the Committee may make adjustments
or amendments to the terms of this Award as it deems appropriate,
under
the circumstances, in its sole discretion. Any adjustments or amendments
may include, but are not limited to, (i) changes in the number and
kind of
Share equivalents set forth above, (ii) changes in the ▇▇▇▇▇ ▇▇▇▇▇,
and
(iii) accelerating the vesting of the SARs. The determination by
the
Committee as to the terms of any adjustments or amendments shall
be
conclusive and binding.
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10. Change
in Control. Article
14 of the Plan shall apply to the terms of this Award in the event a Change
of
Control occurs.
11. Tax
Matters.
| (a) |
You
should consult your tax accountant about the tax consequences of
the
grant, vesting and exercise of the SARs.
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| (b) |
On
exercise of a SAR, Federal income tax withholding (and state and
local
income tax withholding, if applicable) may be required in respect
of taxes
on income realized. You authorize your employer to withhold from
the cash
payable to you on your exercise of SARs the amount of tax your employer
is
obligated to withhold from the payment.
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12. Employment.
Nothing
contained in this agreement shall confer on you any right to continue in
the
employ or other service of Unit Corporation or any of its Affiliates or limit
in
any way the right of your employer to change your compensation or other benefits
or to terminate your employment or other service with or without
Cause.
13. Short-Swing
Trading. An
executive officer of Unit Corporation who exercises a SAR or whose SARs are
cashed out must report the disposition of the SARs on a Form 4 Statement
of
Changes in Beneficial Ownership filed within two trading days with the ▇▇▇▇▇
database of the Securities and Exchange Commission. While the General Counsel
of
the Company will draft the Form 4 on your request, the
filing is your personal responsibility.
14. Forfeiture
of Award.
If
at any
time during your employment by Unit Corporation or one of its Affiliates,
the
Committee determines that you have engaged in any activity in competition
with
any activity of Unit Corporation or its Affiliates, or activity or conduct
that
is inimical, contrary or harmful to the interests of Unit Corporation or
its
Affiliates, including but not limited to:
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3 of 7
| (a) |
conduct
relating to your employment for which either criminal or civil penalties
against you may be sought;
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| (b) |
conduct
or activity that results in the termination of your employment because
of
your: (i) failure to abide by your employer's rules and regulations
governing the transaction of its business, including without limitation,
its Code of Business Ethics and Conduct; (ii) inattention to duties,
or
the commission of acts within employment with your employer amounting
to
negligence or misconduct; (iii) misappropriation of funds or property
of
Unit Corporation or any of its Affiliates or committing any fraud
against
Unit Corporation or any of its Affiliates or against any other person
or
entity in the course of employment with Unit Corporation or any of
its
Affiliates; (iv) misappropriation of any corporate opportunity, or
otherwise obtaining personal profit from any transaction which is
adverse
to the interests of Unit Corporation or any of its Affiliates or
to the
benefits of which Unit Corporation or any of its Affiliates is entitled;
or (v) the commission of a felony or other crime involving moral
turpitude;
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| (c) |
accepting
employment with, acquiring a 5% or more equity or participation interest
in, serving as a consultant, advisor, director or agent of, directly
or
indirectly soliciting or recruiting any employee of Unit Corporation
or
any of its Affiliates who was employed at any time during your tenure
with
Unit Corporation or any of its Affiliates, or otherwise assisting
in any
other capacity or manner any company or enterprise that is directly
or
indirectly in competition with or acting against the interests of
Unit
Corporation of an of its Affiliates (a "competitor"),
except for (i) any isolated, sporadic accommodation or assistance
provided
to a competitor, at its request, by you during your tenure with Unit
Corporation of an of its Affiliates, but only if provided in the
good
faith and reasonable belief that such action would benefit Unit
Corporation or any of its Affiliates by promoting good business relations
with the competitor and would not harm Unit Corporation or any of
its
Affiliates interests in any substantial manner or (ii) any other
service
or assistance that is provided at the request or with the written
permission of Unit Corporation or any of its
Affiliates;
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| (d) |
disclosing
or misusing any confidential information or material concerning Unit
Corporation or any of its Affiliates; or
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| (e) |
making
any statement or disclosing any information to any customers, suppliers,
lessors, lessees, licensors, licensees, regulators, employees or
others
with whom Unit Corporation or any of its Affiliates engages in business
that is defamatory or derogatory with respect to the business, operations,
technology, management, or other employees of Unit Corporation or
any of
its Affiliates, or taking any other action that could reasonably
be
expected to injure Unit Corporation or any of its Affiliates in its
business relationships with any of the foregoing parties or result
in any
other detrimental effect on Unit Corporation or any of its Affiliates;
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then
the
SARs subject to this Award shall automatically terminate and be forfeited
effective as of the date you breached this Section 14.(a) - (e) as determined
by
the Committee and (i) you must repay to Unit Corporation all amounts paid
to you
on your exercise of SARS, (ii) if any of the SARs are no longer in your
possession you must pay to Unit Corporation, without interest, all cash,
securities or other assets received by you on the sale or transfer of the
SARs,
and (iii) all unvested SARs shall be forfeited.
(f) If
you owe any amount under the above subsections of this Section 14, you
acknowledge that your employer may, to the fullest extent permitted by
applicable law, deduct such amount from any amounts your employer owes you
from
time to time for any reason (including without limitation amounts owed to
you as
salary, wages, reimbursements or other compensation, fringe benefits, retirement
benefits or vacation pay). Whether or not your employer elects to make any
such
set-off in whole or in part, if your employer does not recover by means of
set-off the full amount you owe it, you hereby agree to pay immediately the
unpaid balance to your employer.
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4 of 7
15. Time
of Essence. Time
is
of the essence of the provisions of this agreement with respect to delivering
notices. There is no grace period.
16. Binding
Effect.
This
agreement shall inure to the benefit of and be binding on the parties to
this
agreement and their respective heirs, executors, administrators, legal
representatives and successors. Without limiting the generality of the
foregoing, whenever the term "you" is used in any provision of this agreement
under circumstances where the provision appropriately applies to the heirs,
executors, administrators or legal representatives to whom this Award may
be
transferred as provided for in this agreement, the term "you" shall be deemed
to
include that person or persons.
17. Plan
Provisions Govern.
| (a) |
This
Award is subject to the terms, conditions, restrictions and other
provisions of the Plan as fully as if all those provisions were set
forth
in their entirety in this agreement. If
any provision of this agreement conflicts with a provision of the
Plan,
the Plan provision shall control.
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| (b) |
You
acknowledge that a copy of the Plan and a prospectus summarizing
the Plan
was distributed or made available to you and that you were advised
to
review that material before entering into this agreement. You waive
the
right to claim that the provisions of the Plan are not binding on
you and
your heirs, executors, administrators, legal representatives and
successors.
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| (c) |
Capitalized
terms used but not defined in this agreement have the meaning given
those
terms in the Plan.
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| (d) |
By
your signature below, you represent that you are familiar with the
terms
and provisions of the Plan, and hereby accept this agreement subject
to
all of the terms and provisions of the Plan. You have reviewed the
Plan
and this agreement in their entirety and fully understand all provisions
of this agreement. You agree to accept as binding, conclusive and
final
all decisions or interpretations of the Committee on any questions
arising
under the Plan or this agreement.
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18. Governing
Law.
This
agreement shall be governed by and construed in accordance with the laws
of the
State of Oklahoma despite any laws of the State of Oklahoma that would apply
the
laws of a different State.
19. Severability.
If
any
term or provision of this agreement, or the application of this agreement
to any
person or circumstance, shall at any time or to any extent be invalid, illegal
or unenforceable in any respect as written, both parties intend for any court
construing this agreement to modify or limit that provision so as to render
it
valid and enforceable to the fullest extent allowed by law. Any provision
that
is not susceptible of reformation shall be ignored so as to not affect any
other
term or provision of this agreement, and the remainder of this agreement,
or the
application of that term or provision to persons or circumstances other than
those as to which it is held invalid, illegal or unenforceable, shall not
be
affected thereby and each term and provision of this agreement shall be valid
and enforced to the fullest extent permitted by law.
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5 of 7
20. Consent
to Electronic Delivery; Electronic Signature. In
lieu
of receiving documents in paper format, you agree, to the fullest extent
permitted by law, to accept electronic delivery of any documents that may
be
required to be deliver to you (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports, and all other forms of communications)
in connection with this and any other award made or offered by Unit Corporation.
Electronic delivery may be via electronic mail system or by reference to
a
location on a company intranet to which you have access. You hereby consent
to
any and all procedures Unit Corporation has established or may establish
for an
electronic signature system for delivery and acceptance of any such documents
that may be required to be delivered to you, and agrees that your electronic
signature is the same as, and shall have the same force and effect as, your
manual signature.
21. Entire
Agreement; Modification.
The
Plan
and this agreement contain the entire agreement between the parties with
respect
to the subject matter contained in this agreement and may not be modified
except
as provided in the Plan, as it may be amended from time to time in the manner
provided in the Plan (or in this agreement), or as it may be amended from
time
to time by a written document signed by each of the parties to this agreement.
Any oral or written agreements, representations, warranties, written
inducements, or other communications with respect to the subject matter
contained in this agreement made before the signing of this agreement shall
be
void and ineffective for all purposes.
22. Counterparts.
This
agreement may be signed in duplicate counterparts, each of which shall be
deemed
to be an original.
In
Witness Whereof, the parties have caused this agreement to be signed and
delivered as of the day and year first above written.
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Participant:
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___________________________________
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_______________________________________
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By:
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Signature
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Signature
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Title:
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Date:
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Date:
__________________________________
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Page
6 of 7
NOTICE
OF EXERCISE
(CASH
SETTLED SAR)
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To:
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Unit
Corporation
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▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Date
of Exercise: ___________________________
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Attention:
Office of the Corporate Secretary
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Ladies
and Gentlemen:
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This
constitutes notice that I elect to exercise my Stock Appreciation
Right
Award as follows:
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Stock
appreciation right dated:
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_______________________________________
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Number
of Shares (Common Stock equivalents) as to which stock appreciation
right
is exercised:
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_______________________________________
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By
this
exercise, I (i) agree to provide such additional documents as you may require
under the terms of the Unit Corporation Stock and Incentive Compensation
Plan,
and (ii) authorize you to withhold from the cash payable to me as a result
of my
exercise the amount (as you determine) of your withholding obligation, if
any,
relating to my exercise of my stock appreciation right.
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Very
truly yours,
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______________________________________
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Signature
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______________________________________
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Print
your name
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