Exhibit 10.1
UNIT CORPORATION
2000
NON-EMPLOYEE
DIRECTORS'
STOCK OPTION PLAN
as
Amended and
Restated
May 29, 2009
UNIT CORPORATION
2000
NON-EMPLOYEE DIRECTORS' STOCK
OPTION PLAN
The purposes of the Unit Corporation 2000
Non-Employee Directors' Stock Option Plan (the "Plan") are to
promote the long-term success of Unit Corporation (the "Company")
by creating a long-term mutuality of interests between the
non-employee Directors and stockholders of the Company, to provide
an additional inducement for such Directors to remain with the
Company and to provide a means through which the Company may
attract able persons to serve as Directors of the
Company.
SECTION I
Administration
The Compensation Committee (the "Committee") of
the Board of Directors of the Company (the "Board") shall
administer the Plan. All of the members of the Committee shall be
non-employee directors. The Committee shall keep records of action
taken at its meetings. A majority of the Committee shall constitute
a quorum at any meeting, and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee, shall be the
acts of the Committee.
The Committee shall interpret the Plan and
prescribe such rules, regulations and procedures in connection with
the operations of the Plan, as it shall deem to be necessary and
advisable for the administration of the Plan consistent with the
purposes of the Plan. All questions of interpretation and
application of the Plan, or as to stock options granted under the
Plan, shall be subject to the determination of the Committee, which
shall be final and binding.
Notwithstanding the above, the selection of the
Directors to whom stock options are to be granted, the timing of
such grants, the number of shares subject to any stock option, the
exercise price of any stock option, the periods during which any
stock option may be exercised and the term of any stock option
shall be as hereinafter provided, and the Committee shall have no
discretion as to such matters.
SECTION 2
Shares Available under the
Plan
The aggregate number of shares which may be
issued or delivered and as to which grants of stock options may be
made under the Plan is 510,000 shares of Common Stock, $.20 par
value, of the Company (the "Common Stock"), subject to adjustment
and substitution as set forth in Section 5. If any stock option
granted under the Plan is cancelled by mutual consent or terminates
or expires for any reason without having been exercised in full,
the number of shares subject thereto shall again be available for
purposes of the Plan. The shares which may be issued or delivered
under the Plan may be
either authorized but unissued
shares or reacquired shares or partly each, as shall be determined
from time to time by the Board.
SECTION 3
Grant of Stock
Options
On the first business day following the day of
each annual meeting of the stockholders of the Company, each person
who is then a member of the Board and who is not then an employee
of the Company or any of its subsidiaries (a "non-employee
Director") shall automatically and without further action by the
Board or the Committee be granted a stock option to purchase 3,500
shares of Common Stock, subject to adjustment and substitution as
set forth in Section 5. If the number of shares then remaining
available for the grant of stock options under the Plan is not
sufficient for each non-employee Director to be granted an option
for 3,500 shares of common stock (or the number of adjusted or
substituted shares pursuant to Section 5), then each non-employee
Director shall be granted an option for a number of whole shares
equal to the number of shares then remaining available divided by
the number of non-employee Directors, disregarding any fractions of
a share. Solely for purposes of satisfying a deficiency
of shares available for the grant of stock options available to
non-employee Directors on the day after the 2009 annual meeting of
the Company’s stockholders, in addition to the 437 shares
available for the grant of options made to each non-employee
Director on May 7, 2009, each non-employee Director shall receive
an additional grant of stock options for 3,063 shares on May 29,
2009, provided, however, that none of these options for 3,063
additional shares (the “2009 Option Award Balance”)
shall vest unless and until this Plan is approved by the
Company’s stockholders. In the event such stockholder
approval in not obtained, then each 2009 Option Award Balance shall
be forfeited.
SECTION 4
Terms and Conditions of Stock
Options
Stock options granted under the Plan shall be
subject to the following terms and conditions:
(A) The
purchase price at which each stock option may be exercised (the
"option price") shall be one hundred percent (100%) of the fair
market value per share of the Common Stock covered by the stock
option on the date of grant, determined as provided in Section
4(G). Notwithstanding any other provision of this Plan, the
purchase price of an outstanding option shall not be subject to
modification or amendment subsequent to the date of grant of such
option.
(B) The
option price for each stock option shall be paid in full upon
exercise and shall be payable in cash in United States dollars
(including check, bank draft or money order). Provided, however,
that in lieu of such cash the person exercising the stock option
may pay the option price in whole or in part by delivering to the
Company shares of the Common Stock having a fair market value on
the date of exercise of the stock option, determined as provided in
Section 4(G) equal to the option price for the shares being
purchased; except that (i) any portion of the option price
representing a
fraction of a share shall in any
event be paid in cash and (ii) no shares of the Common Stock which
have been held for less than six months may be delivered in payment
of the option price of a stock option. The date of exercise of a
stock option shall be determined under procedures established by
the Committee, and, as of the date of exercise the person
exercising the stock option shall be considered for all purposes to
be the owner of the shares with respect to which the stock option
has been exercised. Payment of the option price with shares shall
not increase the number of shares of the Common Stock, which may be
issued or delivered under the Plan as provided in Section
2.
(C) No
stock option shall be exercisable during the first six months of
its term except in case of death as provided in Section 4(E),
provided, however, that no 2009 Option Award Balance shall be
exercisable under any circumstance until after approval of this
Plan by the Company’s stockholders. Subject to the terms of
Section 4(E) providing for earlier termination of a stock option,
no stock option shall be exercisable after the expiration of ten
years from the date of grant. A stock option to the extent
exercisable at any time may be exercised in whole or in
part.
(D) No
stock option shall be transferable by the grantee otherwise than by
will, or if the grantee dies intestate, by the laws of descent and
distribution of the state of domicile of the grantee at the time of
death. All stock options shall be exercisable during the lifetime
of the grantee only by the grantee or the grantee's guardian or
legal representative.
(E) If
a grantee ceases to be a Director of the Company, any outstanding
stock options held by the grantee shall be exercisable and shall
terminate, according to the following provisions:
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If a grantee ceases to be a Director
of the Company for any reason other than retirement, disability,
resignation, removal for cause or death, any then outstanding stock
option held by such grantee shall be exercisable by the grantee
(but only to the extent exercisable by the grantee immediately
prior to ceasing to be a Director) at any time prior to the regular
expiration date of such stock option or within one year after the
date the grantee ceases to be a Director, whichever is the shorter
period.
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If during his or her term of office
as a Director a grantee is removed from office for cause, any
outstanding stock option held by the grantee which is not
exercisable by the grantee immediately prior to removal shall
terminate as of the date of removal, and any outstanding stock
option held by the grantee which is exercisable by the grantee
immediately prior to removal shall be exercisable by the grantee at
any time prior to the regular expiration date of such stock option
or within 30 days after the date of removal, whichever is the
shorter period.
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If a grantee ceases to be a Director
of the Company by reason of death, retirement, resignation or
disability, any then outstanding stock option
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held by such grantee shall be
exercisable by the grantee (but in the case of resignation,
retirement or disability only to the extent exercisable by the
grantee immediately prior to ceasing to be a Director and in the
case of death whether or not exercisable by the grantee immediately
prior to death) at any time prior to the regular expiration date of
such stock option or within 24 months after the date the grantee
ceases to be a Director, whichever is the shorter period. In the
event of the death of the grantee, the stock options shall be
exercisable by the person entitled to do so under the Will of the
grantee, or, if the grantee fails to make testamentary disposition
of
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