UNIT CORPORATION RESTRICTED STOCK AWARD AGREEMENT PERSONAL AND CONFIDENTIAL
UNIT
CORPORATION
PERSONAL
AND CONFIDENTIAL
[Date]
|
Participant
Name
|
[--------------------]
|
|
Date
of Grant
|
[--------------------]
|
|
Number
of Shares of Restricted Stock subject to this Award
|
[--------------------]
|
|
Expiration
Date
|
[--------------------]
|
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, 0000 Xxxxx Xxxxx, Xxxxx 0000, Xxxxx, Xxxxxxxx 00000, before the
30th
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.
| (a) |
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.
|
| (b) |
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)
|
Page
1 of 6
|
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:
|
"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:
| (a) |
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.
|
| (b) |
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.
|
| (c) |
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.
|
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:
|
(i)
|
[---]%
on the [---------------] anniversary of the date of grant;
|
|
(ii)
|
an
additional [---]% on the [---------------]anniversary of the date
of
grant; and
|
|
(iii)
|
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").
|
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.
Page
2 of 6
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.
| (a) |
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.
|
| (b) |
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.
|
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.
| (a) |
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 stock ahead of or affecting the Shares
or
the Shares of Restricted Stock, the dissolution or liquidation of
the
company or any sale or transfer of all or any part of its (or their)
assets or business.
|
| (b) |
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
Shares of Restricted Stock set forth above, (ii) changes in the xxxxx
xxxxx per share, and (iii) accelerating the delivery of the Shares
of
Restricted Stock. The determination by the Committee as to the terms
of
any amendments or adjustments shall be conclusive and
binding.
|
9. Change
of
Control. Article
14 of the Plan shall apply to the terms of this Award in the event a Change
of
Control occurs.
10. Tax
Matters. Federal
income tax withholding (and state and local income tax withholding, if
applicable) may be required in respect of taxes on income realized when
restrictions are removed from the Shares of Restricted Stock. You are required
to deliver to Unit Corporation the amounts that it determines should be
withheld, provided,
however,
that
you may pay a portion or all of such withholding taxes by electing to have
(i)
Unit Corporation withhold a portion of the Shares that would otherwise be
delivered to you or (ii) you can deliver to Unit Corporation Shares that you
have owned for at least six months, in either case, having a Fair Market Value
(as of the date that the amount of taxes is to be withheld) in the amount to
be
withheld, and provided further that your election shall be
irrevocable.
11. Employment.
Nothing
contained in this agreement or the Plan shall confer on you any right to
continue in the employ or other service of Unit Corporation or any of its
Affiliates or limit in any way the right of your
Page
3 of 6
employer
to change your compensation or other benefits or to terminate your employment
or
other service with or without Cause.
12. Short-Swing
Trading. An
executive officer of Unit Corporation who receives an award of Restricted Stock
must report the transaction on a Form 4 Statement of Changes in Beneficial
Ownership filed within two trading days with the XXXXX database of the
Securities and Exchange Commission. While the General Counsel of Unit
Corporation will draft the Form 4 on your request, the
filing is your personal responsibility.
Further, executive officers should review Unit Corporation's Policy Statement
On
Xxxxxxx Xxxxxxx before making arrangements for the sale of Shares.
13. Forfeiture
of Award.
If
at any
time during your employment by Unit Corporation or one of its Affiliates the
Committee determines that you have engaged in any activity in competition with
any activity of Unit Corporation or its Affiliates, or activity or conduct
that
is inimical, contrary or harmful to the interests of Unit Corporation or its
Affiliates, including but not limited to:
| (a) |
conduct
relating to your employment for which either criminal or civil penalties
against you may be sought;
|
| (b) |
conduct
or activity that results in the termination of your employment because
of
your: (i) failure to abide by your employer's rules and regulations
governing the transaction of its business, including without limitation,
its Code of Business Ethics and Conduct; (ii) inattention to duties,
or
the commission of acts while employed with your employer amounting
to
negligence or misconduct; (iii) misappropriation of funds or property
of
Unit Corporation or any of its Affiliates or committing any fraud
against
Unit Corporation or any of its Affiliates or against any other person
or
entity in the course of employment with Unit Corporation or any of
its
Affiliates; (iv) misappropriation of any corporate opportunity, or
otherwise obtaining personal profit from any transaction which is
adverse
to the interests of Unit Corporation or any of its Affiliates or
to the
benefits of which Unit Corporation or any of its Affiliates is entitled;
or (v) the commission of a felony or other crime involving moral
turpitude;
|
| (c) |
accepting
employment with, acquiring a 5% or more equity or participation interest
in, serving as a consultant, advisor, director or agent of, directly
or
indirectly soliciting or recruiting any employee of Unit Corporation
or
any of its Affiliates who was employed at any time during your tenure
with
Unit Corporation of an of its Affiliates, or otherwise assisting
in any
other capacity or manner any company or enterprise that is directly
or
indirectly in competition with or acting against the interests of
Unit
Corporation or any of its Affiliates (a "competitor"),
except for (i) any isolated, sporadic accommodation or assistance
provided
to a competitor, at its request, by you during your tenure with Unit
Corporation or any of its Affiliates, but only if provided in the
good
faith and reasonable belief that such action would benefit Unit
Corporation or any of its Affiliates by promoting good business relations
with the competitor and would not harm Unit Corporation or any of
its
Affiliates interests in any substantial manner or (ii) any other
service
or assistance that is provided at the request or with the written
permission of Unit Corporation or any of its
Affiliates;
|
| (d) |
disclosing
or misusing any confidential information or material concerning Unit
Corporation or any of its Affiliates;
or
|
| (e) |
making
any statement or disclosing any information to any customers, suppliers,
lessors, lessees, licensors, licensees, regulators, employees or
others
with whom Unit Corporation or any of its Affiliates engages in business
that is defamatory or derogatory with respect to the business, operations,
technology, management, or other employees of Unit Corporation or
any of
its Affiliates, or taking any other action that could reasonably
be
expected to injure Unit Corporation or any of its Affiliates in its
business relationships with any of the foregoing parties or result
in any
other detrimental effect on Unit Corporation or any of its Affiliates;
|
Page
4 of 6
then
this
Award of Shares of Restricted Stock shall automatically terminate and be
forfeited effective on the date on which you breached this Section 13 as
determined by the Committee and (i) all Shares acquired by you under this
agreement (or other securities into which those Shares have been converted
or
exchanged) shall be returned to Unit Corporation or, if no longer held by you,
you shall pay to Unit Corporation, without interest, all cash, securities or
other assets received by you on the sale or transfer of such stock or
securities, and (ii) all unvested Shares of Restricted Stock shall be
forfeited.
| (f) | If you owe any amount under the above subsections of this Section 13, you acknowledge that your employer may, to the fullest extent permitted by applicable law, deduct such amount from any amounts your employer owes you from time to time for any reason (including without limitation amounts owed to you as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not your employer elects to make any such set-off in whole or in part, if your employer does not recover by means of set-off the full amount you owe it, you hereby agree to pay immediately the unpaid balance to your employer. |
14. Listing;
Securities Considerations. Despite
anything else in this agreement, if at any time Unit Corporation determines,
in
its sole discretion, that the listing, registration or qualification (or any
updating of any such document) of the Shares issuable under this agreement
is
necessary on any securities exchange or under any federal or state securities
or
blue sky law, or that the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with the
issuance of the Shares of Restricted Stock, or the removal of any restrictions
imposed on such Shares, such Shares shall not be issued, in whole or in part,
or
the restrictions on the Shares removed, unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
of
any conditions not acceptable to Unit Corporation.
15. Binding
Effect.
This
agreement shall inure to the benefit of and be binding on the parties to this
agreement and their respective heirs, executors, administrators, legal
representatives and successors. Without limiting the generality of the
foregoing, whenever the term "you" is used in any provision of this agreement
under circumstances where the provision appropriately applies to the heirs,
executors, administrators or legal representatives to whom this Award may be
transferred as provided for in this agreement, the term "you" shall be deemed
to
include that person or persons.
16. Plan
Provisions Govern.
| (a) |
This
Award is subject to the terms, conditions, restrictions and other
provisions of the Plan as fully as if all those provisions were set
forth
in their entirety in this agreement. If
any provision of this agreement conflicts with a provision of the
Plan,
the Plan provision shall control.
|
| (b) |
You
acknowledge that a copy of the Plan and a prospectus summarizing
the Plan
was distributed or made available to you and that you were advised
to
review that material before entering into this agreement. You waive
the
right to claim that the provisions of the Plan are not binding on
you and
your heirs, executors, administrators, legal representatives and
successors.
|
| (c) |
Capitalized
terms used but not defined in this agreement have the meaning given
those
terms in the Plan.
|
| (d) |
By
your signature below, you represent that you are familiar with the
terms
and provisions of the Plan, and hereby accept this agreement subject
to
all of the terms and provisions of the Plan. You have reviewed the
Plan
and this agreement in their entirety and fully understand all provisions
of this agreement. You agree to accept as binding, conclusive and
final
all decisions or interpretations of the Committee on any questions
arising
under the Plan or this agreement.
|
Page
5 of 6
17. Governing
Law.
This
agreement shall be governed by and construed in accordance with the laws of
the
State of Oklahoma despite any laws of the State of Oklahoma that would apply
the
laws of a different State.
18. Severability.
If
any
term or provision of this agreement, or the application of this agreement to
any
person or circumstance, shall at any time or to any extent be invalid, illegal
or unenforceable in any respect as written, both parties intend for any court
construing this agreement to modify or limit that provision so as to render
it
valid and enforceable to the fullest extent allowed by law. Any provision that
is not susceptible of reformation shall be ignored so as to not affect any
other
term or provision of this agreement, and the remainder of this agreement, or
the
application of that term or provision to persons or circumstances other than
those as to which it is held invalid, illegal or unenforceable, shall not be
affected thereby and each term and provision of this agreement shall be valid
and enforced to the fullest extent permitted by law.
19. Consent
to Electronic Delivery; Electronic Signature. In
lieu
of receiving documents in paper format, you agree, to the fullest extent
permitted by law, to accept electronic delivery of any documents that may be
required to be deliver to you (including, but not limited to, prospectuses,
prospectus supplements, grant or award notifications and agreements, account
statements, annual and quarterly reports, and all other forms of communications)
in connection with this and any other award made or offered by Unit Corporation.
Electronic delivery may be via electronic mail system or by reference to a
location on a company intranet to which you have access. You hereby consent
to
any and all procedures Unit Corporation has established or may establish for
an
electronic signature system for delivery and acceptance of any such documents
that may be required to be delivered to you, and agrees that your electronic
signature is the same as, and shall have the same force and effect as, your
manual signature.
20. Entire
Agreement; Modification.
The
Plan
and this agreement contain the entire agreement between the parties with respect
to the subject matter contained in this agreement and may not be modified except
as provided in the Plan, as it may be amended from time to time in the manner
provided in the Plan (or in this agreement), or as it may be amended from time
to time by a written document signed by each of the parties to this agreement.
Any oral or written agreements, representations, warranties, written
inducements, or other communications with respect to the subject matter
contained in this agreement made before the signing of this agreement shall
be
void and ineffective for all purposes.
21. Counterparts.
This
agreement may be signed in duplicate counterparts, each of which shall be deemed
to be an original.
In
Witness Whereof, the parties have caused this agreement to be signed and
delivered as of the day and year first above written.
|
|
Participant:
|
|
|
|
||
|
___________________________________
|
_________________________________________
|
|
|
By:
|
Signature
|
Signature
|
|
Title:
|
||
|
Date:
|
Date:
|
|
Page
6 of
6
