UNIT CORPORATION
STOCK APPRECIATION RIGHTS AWARD
AGREEMENT
PERSONAL AND
CONFIDENTIAL
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Grant Price per
Stock Appreciation Right
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Number of Share
equivalents subject to this Award
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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 grant price 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, 7130 South Lewis, Suite 1000, Tulsa, Oklahoma 74136,
before the 30 th 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.
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(a)
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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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(iii)
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the
remaining [---]% on the [---------------] anniversary of the date
of grant
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(b)
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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)
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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)
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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 grant price 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.
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(a)
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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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(b)
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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.
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(a)
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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)
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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 grant price, 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
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