CONSULTING AGREEMENT RENEWAL AND AMENDMENT
Exhibit
10.1
CONSULTING
AGREEMENT RENEWAL AND AMENDMENT
This consulting agreement renewal and
amendment ("Renewal") is
dated March 26, 2008, and is between ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and Unit
Corporation, a Delaware corporation (the "Corporation"). ▇▇▇▇▇▇
and the Corporation may be referred to individually as “Party” and collectively
as “Parties.”
WHEREAS, on April 9, 2007, the Parties
entered into a consulting agreement ("Agreement");
WHEREAS, the Parties desire to renew
the Agreement and amend certain terms relating to termination of the
Agreement;
NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained in this Renewal, ▇▇▇▇▇▇ and Unit
agree as follows:
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1.
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This
Renewal incorporates and adopts the terms of the Agreement attached to
this Renewal as Exhibit A.
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2.
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This
Renewal is for a term of 1 year commencing as of April 1, 2008, unless it
is sooner terminated by written notice from either Party. In
the event of ▇▇▇▇▇▇’▇ death during the term of this Renewal, the
obligations of the Parties under this Renewal will
terminate.
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3.
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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.
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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/ ▇▇▇▇ ▇.
▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇.
▇▇▇▇▇▇
▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇
▇. ▇▇▇▇▇▇, Senior Vice President
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EXHBIT
A
This consulting agreement (this "Agreement") is dated April 9,
2007, and is between ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and Unit Corporation
(the "Corporation"). ▇▇▇▇▇▇
and the Corporation are collectively referred to as the "Parties."
WHEREAS, on December 17, 2004, the
Parties entered into a consulting agreement (the "Original
Agreement");
WHEREAS, on April 1, 2006, the Original
Agreement expired according to its terms;
WHEREAS, on April 12, 2006, the Parties
renewed the Agreement for a one year term effective April 1, 2006;
WHEREAS, the Parties desire to again
enter into a consulting agreement under the substantially same terms and
conditions as the Original Agreement;
NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained in this Agreement, the Parties agree
as follows:
1.
Except as otherwise provided herein, this Agreement incorporates and adopts the
terms and conditions of the Original Agreement attached hereto as Exhibit
A.
2. This
Agreement is for a term of 1 year commencing as of April 1, 2007 unless it is
sooner terminated by mutual written agreement of the parties. In the
event of ▇▇▇▇▇▇’▇ death during the term of this Agreement, the obligations of
the parties under this Agreement will terminate.
3. In
the event there is a conflict between the terms of this Agreement and that of
the Original Agreement, the terms of this Agreement will govern.
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 set forth above.
Unit
Corporation
/s/ ▇▇▇▇
▇.
▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇.
▇▇▇▇▇▇
▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇
▇. ▇▇▇▇▇▇, Senior Vice President
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EXHIBIT
A
This
consulting agreement is dated December 17, 2004, and is between ▇▇▇▇ ▇. ▇▇▇▇▇▇
("▇▇▇▇▇▇") and Unit
Corporation, a Delaware corporation (the "Corporation").
▇▇▇▇▇▇
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 ▇▇▇▇▇▇ as a
consultant to the Corporation and ▇▇▇▇▇▇ is willing to act in that capacity
following his retirement.
The
Corporation and ▇▇▇▇▇▇ wish to enter into this agreement to describe their
obligations to each other and the scope of ▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇'▇
retirement unless it is sooner terminated by mutual written agreement of the
parties. In the event of ▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇'▇ obligations under this agreement, the Corporation
shall pay ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇'▇ retirement date and ending
on the termination of this agreement.
During
the term of this agreement the Corporation shall make available to ▇▇▇▇▇▇
secretarial services and office space.
3. Consulting
Services.
3.1 Duration and
Scope. During the term of this agreement, ▇▇▇▇▇▇ shall serve
as a consultant to the Corporation (including its subsidiaries, affiliates and
joint venture partners). ▇▇▇▇▇▇ will provide the advice and counsel
to the Corporation as reasonably requested by the Chief Executive Officer of the
Corporation. Unless otherwise requested, ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ shall act as an independent
contractor. ▇▇▇▇▇▇ shall not have the status of an employee of the
Corporation. ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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
▇▇▇▇▇▇.
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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 ▇▇▇▇▇▇ under
guidelines similar to those applicable to the Corporation's officers for
reasonable expenses incurred by ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ may then possess or have
under his control.
4.2 Limitation on Services
Provided to Others. During the term of this agreement, ▇▇▇▇▇▇
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 ▇▇▇▇▇ by ▇▇▇▇▇▇ shall not be deemed to be a violation of
this provision but nothing in this agreement will relieve ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ owns less than a significant
interest.
4.3 Nonsolicitation. During
the term of this agreement, ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇ and the Corporation agree that the principal
purpose of entering into this agreement was to motivate ▇▇▇▇▇▇ to contribute to
the Corporation's success and to increase the Corporation's
value. ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ takes any
action contrary to any of the covenants set forth in Subsections 4.1, 4.2 and
4.3 above, ▇▇▇▇▇▇ shall on demand pay the Corporation an amount equal to the
total amount of all cash compensation paid to ▇▇▇▇▇▇ under this agreement,
whether that cash compensation was paid before or after the time when ▇▇▇▇▇▇
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 ▇▇▇▇▇▇
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 ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇
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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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.
/s/ ▇▇▇▇ ▇.
▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇
Unit
Corporation
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Its: President
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