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.
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Unit
Corporation
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/s/ Mark E.
Schell
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John G.
Nikkel
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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:
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.
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.
3.1
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.
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 shal
