CONSULTING AGREEMENT RENEWAL
Exhibit
99.1
CONSULTING
AGREEMENT RENEWAL
This
consulting agreement renewal ("Renewal")
is
dated April 12, 2006, and is between Xxxx X. Xxxxxx ("Xxxxxx")
and
Unit Corporation, a Delaware corporation (the "Corporation").
WHEREAS,
on December 17, 0000, Xxxxxx and Unit entered into a consulting agreement
("Agreement");
WHEREAS,
on April 1, 2006, the Agreement expired;
WHEREAS,
the parties desire to renew the terms of the Agreement and extend its
term;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants
contained
in this Renewal, Xxxxxx and Unit agree as follows:
1. This
Renewal incorporates and adopts the terms of the Agreement attached
hereto as
Exhibit A.
2. This
Renewal is for a term of 1 year commencing as of April 1, 2006 unless
it is
sooner terminated by mutual written agreement of the parties. In the
event of
Xxxxxx’x death during the term of this Renewal, the obligations of the parties
under this Renewal shall terminate.
3. In
the
event there is a conflict between the terms of this Renewal and that
of the
Agreement, the terms of this Renewal will govern.
IN
WITNESS WHEREOF,
each of
the parties has signed this Renewal, in the case of the Corporation
by its duly
authorized officer, as of the day and year set forth above.
Unit
Corporation
| /s/ Xxxx X. Xxxxxx | /s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx | Xxxx X. Xxxxxx, Senior Vice President |
EXHIBIT
A
This
consulting agreement is dated December 17, 2004, and is between
Xxxx X. Xxxxxx
("Xxxxxx")
and
Unit Corporation, a Delaware corporation (the "Corporation").
Xxxxxx
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
Xxxxxx as a
consultant to the Corporation and Xxxxxx is willing to act in that
capacity
following his retirement.
The
Corporation and Xxxxxx wish to enter into this agreement to describe
their
obligations to each other and the scope of Xxxxxx'x services to
the Corporation
as an independent contractor and consultant to the Corporation
after his
retirement.
The
parties therefore agree as follows:
1. Term
of Agreement. This
agreement is for a term of 1 year starting on the date of Xxxxxx'x
retirement
unless it is sooner terminated by mutual written agreement of the
parties. In
the event of Xxxxxx'x 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.
2. Consulting
Fees. In
consideration of Xxxxxx'x obligations under this agreement, the
Corporation
shall pay Xxxxxx 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 Xxxxxx'x retirement date and ending
on the
termination of this agreement.
During
the term of this agreement the Corporation shall make available
to Xxxxxx
secretarial services and office space.
3. Consulting
Services.
3.1 Duration
and Scope.
During
the term of this agreement, Xxxxxx shall serve as a consultant
to the
Corporation (including its subsidiaries, affiliates and joint venture
partners).
Xxxxxx will provide the advice and counsel to the Corporation as
reasonably
requested by the Chief Executive Officer of the Corporation. Unless
otherwise
requested, Xxxxxx 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.
Xxxxxx
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, Xxxxxx shall act as an independent
contractor.
Xxxxxx shall not have the status of an employee of the Corporation.
Xxxxxx 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, Xxxxxx 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 Xxxxxx 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 agreement.
The
Corporation shall not provide Social Security, unemployment compensation,
disability insurance, workers ' compensation or similar coverage,
or any other
statutory employment benefit, to Xxxxxx.
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3.4 Reimbursement
of Reasonable Expenses.
On
presentment to the Corporation of appropriate documentation of
his expenses, the
Corporation shall reimburse Xxxxxx under guidelines similar to
those applicable
to the Corporation's officers for reasonable expenses incurred
by Xxxxxx during
the performance of his consulting services.
4. Protection
of the Corporation's Interests.
4.1 Protection
of Trade Secrets.
For the
term of this agreement, Xxxxxx shall not, without the prior written
consent of
the Corporation, disclose or use for any purpose (except in the
course of his
consulting services with the Corporation and in furtherance of
the Corporation's
business) confidential information or proprietary data of the Corporation,
its
subsidiaries, affiliates and joint venture partners, except as
required by
applicable law or legal process. Xxxxxx agrees to deliver to the
Corporation at
the termination of this agreement, or at such other time as the
Corporation may
request, all memoranda, notes, plans, records, reports and other
documents (and
copies thereof) relating to the business of the Corporation, its
subsidiaries,
affiliates and joint venture partners, that Xxxxxx may then possess
or have
under his control.
4.2 Limitation
on Services Provided to Others.
During
the term of this agreement, Xxxxxx shall not, directly or
indirectly:
(a) Engage
in
any business or activity in which the Corporation or any subsidiary,
affiliate
or joint venture partner of the Corporation is engaged (provided,
however, that
the purchase, sale and leasing of oil and gas mineral interests
or participating
in the drilling of oil and gas xxxxx by Xxxxxx shall not be deemed
to be a
violation of this provision but nothing in this agreement will
relieve Xxxxxx of
any fiduciary duties he may owe to the Corporation); nor
(b) Be
employed by, render services of any kind to, advise or receive
compensation in
any form from, nor invest or participate in any manner or capacity
in, any
entity or person that directly or indirectly engages in such business
or
activity.
This
Subsection will not preclude investments in a corporation whose
stock is traded
on a public market and of which Xxxxxx owns less than a significant
interest.
4.3 Nonsolicitation.
During
the term of this agreement, Xxxxxx shall not, directly or
indirectly:
(a) Attempt
to cause any employee of the Corporation or any subsidiary, affiliate
or joint
venture partner to leave his or her employment; nor
(b) Knowingly
advise or provide information to any person in connection with
an attempt by
such person to cause any employee of the Corporation or any subsidiary,
affiliate or joint venture partner to leave his or her employment.
4.4 Modification
by Court.
If any
of the covenants contained in subsections 4.1, 4.2 and 4.3 above
is determined
to be unenforceable because of the duration of the covenant or
the area covered
by it, then the court or arbitrator making the determination shall
have the
power to reduce the duration of the covenant or the area covered
by it, and the
covenants, in their reduced form, will be enforceable.
4.5 Different
Jurisdictions.
If any
of the covenants set forth in Subsections 4.1, 4.2 and 4.3 above
is determined
to be wholly unenforceable by the courts or arbitrators of any
domestic or
foreign jurisdiction, then the determination shall not bar or in
any way affect
the Corporation's right to relief in the courts or in arbitration
proceedings of
any other jurisdiction with respect to any breach of such covenants
in such
other jurisdiction. Such covenants, as they relate to each jurisdiction,
shall
be severable into independent covenants and shall be governed by
the laws of the
jurisdiction where a breach occurs.
4.6 Purpose
of Covenants.
Xxxxxx
and the Corporation agree that the covenants in Subsections 4.1,
4.2 and 4.3
above are reasonable and necessary to protect the confidentiality
of the trade
secrets and other proprietary information concerning the business
of the
Corporation and its subsidiaries, affiliates and joint venture
partners that was
acquired by Xxxxxx as an employee of the Corporation and during
the course of
his consulting services under this Agreement.
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4.7 Repayment
of Gains.
Xxxxxx
and the Corporation agree that the principal purpose of entering
into this
agreement was to motivate Xxxxxx to contribute to the Corporation's
success and
to increase the Corporation's value. Xxxxxx and the Corporation
also agree that
any breach of the covenants set forth in Subsections 4.1, 4.2 and
4.3 above
would be contrary to the purpose of this agreement. In the event
that Xxxxxx
takes any action contrary to any of the covenants set forth in
Subsections 4.1,
4.2 and 4.3 above, Xxxxxx shall on demand pay the Corporation an
amount equal to
the total amount of all cash compensation paid to Xxxxxx under
this agreement,
whether that cash compensation was paid before or after the time
when Xxxxxx
takes the contrary action.
5. Miscellaneous
Provisions.
5.1 Waiver.
No
provisions of this agreement can be modified, waived or discharged
unless the
modification, waiver or discharge is agreed to in writing and signed
by Xxxxxx
and the Corporation. No waiver by either party of any breach of,
or of
compliance with, any condition or provision of this agreement by
the other party
shall be considered a waiver of any other condition or provision
or of the same
condition or provision at another time.
5.2 Assignment
and Successors; The Corporation.
The
Corporation shall require any successor (whether direct or indirect
and whether
by purchase, lease, merger, consolidation, liquidation or otherwise)
to all or
substantially all of the Corporation's business and/or assets,
by an agreement
in substance and form satisfactory to Xxxxxx, to assume this agreement
and to
perform this agreement in the same manner and to the same extent
as the
Corporation would be required to perform it in the absence of a
succession. For
all purposes under this agreement, the term "Corporation" shall
include any
successor to the Corporation's business and/or assets that executes
and delivers
the assumption agreement described in this Subsection 5.2 or that
becomes bound
by this agreement by operation of law. The rights and benefits
of Xxxxxx under
this agreement may not be anticipated, assigned, alienated, or
subject to
attachment, garnishment, levy, execution, or other legal or equitable
process
except as required by law. Any attempt by Xxxxxx to anticipate,
alienate,
assign, sell, transfer, pledge, encumber, or charge the same shall
be
void.
5.3 Arbitration.
Any
dispute or controversy arising under or in connection with this
agreement shall
be settled exclusively by arbitration in Tulsa, Oklahoma, in accordance
with the
rules of the American Arbitration Association then in effect. Judgment
may be
entered on the arbitrator's award in any court having jurisdiction.
Within 30
days following the conclusion of any arbitration proceeding (notwithstanding
any
appeal), the Corporation shall pay all reasonable attorneys' fees
and related
expenses incurred by Xxxxxx in connection with any such arbitration;
provided,
however,
that
the Corporation's reimbursement obligation under this sentence
shall be limited
to $15,000 in the event that the Corporation is the prevailing
party in the
action and $30,000 if Xxxxxx is the prevailing party in the action.
For purposes
of the preceding sentence, if there is disagreement concerning
who is the
prevailing party, then the parties shall request that the arbitrator
hearing the
dispute determine the point and the parties agree to be bound by
the
arbitrator's determination.
5.4 Taxes.
All
payments made under this agreement shall be subject to any required
withholding
of applicable taxes.
5.5 Whole
Agreement.
No
agreements, representations or understandings (whether oral or
written and
whether express or implied) which are not expressly set forth in
this agreement
have been made or entered into by either party with respect to
the subject
matter hereof.
5.6 Choice
of Law.
The
validity, interpretation, construction and performance of this
agreement shall
be governed by the laws of the State of Oklahoma.
5.7 Severability.
The
invalidity or unenforceability of any provision or provisions of
this agreement
shall not affect the validity or enforceability of any other provision,
which
shall remain in full force and effect.
5.8 Delivery
of Notice.
Notices
and all other communications contemplated by this agreement shall
be in writing
and shall be deemed to have been duly given when personally delivered
or when
mailed by certified mail, return receipt requested and postage
prepaid. In the
case of the Xxxxxx, mailed notices shall be addressed to him at
the home address
which he most recently communicated to the Corporation in writing.
In the case
of the Corporation, mailed notices shall be addressed to its corporate
headquarters, and all notices shall be directed to the attention
of its
Secretary.
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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 above
written.
________________________
Xxxx
X.
Xxxxxx
Unit
Corporation
______________________
By:
Xxxxx
X. Xxxxxxxx
Its:
President
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