Exhibit 10.2
CONSULTING
AGREEMENT
This consulting agreement ("Agreement") is dated
June 1, 2009, and is between John G. Nikkel ("Nikkel") and Unit
Corporation, a Delaware corporation (the
"Corporation"). Nikkel and the Corporation may be
referred to individually as "Party" and collectively as
"Parties."
WHEREAS, on December 17, 2004, the Parties
entered into a consulting agreement ("Original
Agreement");
WHEREAS, on April 1, 2006, the Original
Agreement expired according to its terms;
WHEREAS, on April 12, 2006, the Parties renewed
the Original Agreement for a one year term effective April 1,
2006;
WHEREAS, on April 9, 2007, the Parties entered
into a Consulting Agreement for a one year term effective April 1,
2007;
WHEREAS, on March 26, 2008, the Parties renewed
the Consulting Agreement for a one year term effective April 1,
2008;
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, 2009
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.
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 first set forth
above.
/s/ John G. Nikkel
/s/ Mark E. Schell
John G.
Nikkel Mark
E. Schell, Senior Vice President
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
Exhibit "A" to Consulting Agreement
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 dur
