UNIT CORPORATION
RESTRICTED STOCK AWARD
AGREEMENT
PERSONAL AND
CONFIDENTIAL
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Number of
Shares of Restricted Stock 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 Shares of Restricted
Stock under the Unit Corporation Stock and Incentive Compensation
Plan (the " Plan "). Each Share of Restricted Stock under
this Award is composed of one share of Unit Corporation's common
stock, $0.20 par value per share. This Award is subject to your
acceptance 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 ") is
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
Award. This Award
can be accepted by signing your name in the space provided on the
enclosed copy of this agreement and causing it to be delivered to
the Secretary of Unit Corporation, 7130 South Lewis, Suite 1000,
Tulsa, Oklahoma 74136, before the 30 th day after the
date of grant. If the Secretary does not receive your properly
signed copy of this agreement before the time and date specified in
the previous sentence, then, despite anything else stated in this
agreement, this Award will be void as if it was never awarded to
you and will be of no effect. Your signing and timely delivering a
copy of this agreement will evidence your acceptance on the terms
and conditions stated in this agreement.
2.
Issuance of Restricted
Stock.
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(a)
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Unless you
are advised otherwise by the Secretary of Unit Corporation, your
unvested Shares of Restricted Stock will be held in book entry
form. You agree that Unit Corporation may give stop transfer
instructions to the depository to ensure compliance with the
provisions of this agreement. You hereby (i) acknowledge that
your unvested Shares of Restricted Stock will be held in book entry
form on the books of Unit Corporation's depository (or another
institution specified by Unit Corporation), and irrevocably
authorize Unit Corporation to take such actions as may be necessary
or appropriate to effectuate a transfer of the record ownership of
any such Shares that are unvested and forfeited, (ii) agree to
deliver to Unit Corporation, as a precondition to the issuance of
any certificate or certificates with respect to unvested Shares of
Restricted Stock, one or more stock powers, endorsed in blank, with
respect to such Shares, and (iii) agree to sign such other powers
and take such other actions as Unit Corporation may reasonably
request to accomplish the transfer or forfeiture of any unvested
Shares of Restricted Stock that are forfeited under this
agreement.
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(b)
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In the event
the Secretary of Unit Corporation advises you that your unvested
Shares of Restricted Stock will be represented by a certificate,
then, subject to the provisions of this agreement, Unit Corporation
shall issue and register on its books and records in your name a
certificate (or certificates)
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in the
amount of the Shares of Restricted Stock subject to this Award as
set forth above. Each certificate shall bear a legend,
substantially in the following form:
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"The sale
or other transfer of the Shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer as set forth in
the Unit Corporation Stock and Incentive Compensation Plan, and in
the associated Award Agreement. A copy of this Plan and such Award
Agreement may be obtained from Unit Corporation."
The
certificate(s) shall be retained by Unit Corporation (or its
designee) until the time that all restrictions or conditions
applicable to the Shares have been satisfied or
lapsed.
3.
Restrictions.
In addition to the other terms contained in this
agreement or the Plan, the Shares of Restricted Stock shall be
subject to the following restrictions:
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(a)
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Neither (i)
the Shares of Restricted Stock, (ii) the right to vote the Shares
of Restricted Stock, (iii) the right to receive dividends on the
Shares of Restricted Stock, or (iv) any other rights under this
agreement may be sold, transferred, donated, exchanged, pledged,
assigned, or otherwise alienated or encumbered until (and then only
to the extent of) the Shares of Restricted Stock are delivered to
you.
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(b)
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You shall
have, with respect to the Shares of Restricted Stock, all of the
rights of a holder of Shares, including the right to vote such
shares and to receive any cash dividends thereon. The Committee,
however, may determine that cash dividends shall be automatically
reinvested in additional Shares which shall become Shares of
Restricted Stock and shall be subject to the same restrictions and
other terms of this Award. Unless otherwise determined by the
Committee, dividends payable in Shares shall be treated as
additional Shares of Restricted Stock subject to the same
restrictions and other terms of this Award and you shall deliver a
stock power, duly endorsed in blank, relating to the additional
Shares of Restricted Stock on payment of any such
dividend.
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(c)
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During your
lifetime the Shares of Restricted Stock shall only be delivered to
you. Any Shares of Restricted Stock transferred in accordance with
this agreement 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.
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4.
Delivery of Shares of Restricted
Stock. Unless
previously forfeited, Unit Corporation shall deliver to you, or
your designated beneficiary, or if none, to your devisees in the
event of death, a certificate representing Shares (in lieu of the
Shares of Restricted Stock) in the following percentages of the
Shares of Restricted Stock 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 (the time before the [---------------] anniversary of the
date of grant being called in this agreement the "Restriction
Period").
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The
certificate(s) delivered shall not contain the legend referred to
in Section 2 but shall contain any legend required by federal and
state securities laws. The Shares represented by such
certificate(s) shall not be subject to the restrictions set forth
above in Section 3.
5.
Affect of Death or
Disability. Despite what
is provided for in Section 4, if your employment with Unit
Corporation or one of its Affiliates terminates before you have
vested in all or any Shares of Restricted Stock by reason of your
death or disability (as determined by the Committee in its sole
discretion), the vesting requirements shall be accelerated and all
Shares of Restricted Stock that have not vested shall vest 100% as
of the date of such death or disability.
6.
Affect of Other Causes of Termination of
Employment.
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(a)
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On
termination of your employment with Unit Corporation or any of its
Affiliates for any reason during the Restriction Period (except (i)
in the event of death or disability under Section 5, (ii) as a
result of a change of control subject to Section 9, or (iii) unless
the Committee determines otherwise in the case of your retirement),
you shall forfeit all Shares of Restricted Stock that have not been
previously delivered to you in Shares that are not subject to the
restrictions set forth above in Section 3.
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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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7.
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.
8.
Adjustments in Shares of Restricted
Stock.
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(a)
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The
existence of this agreement and the Shares of Restricted Stock
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
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