8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2008

Unit Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-9260	73-1283193
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7130 South Lewis, Suite 1000, Tulsa, Oklahoma	74136
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (918) 493-7700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 20, 2008, Unit Corporation (the “Company”) announced that Mr. Don Cook, a member of the Board of Directors (the “Board”), passed away on October 18, 2008.  To fill the class III vacancy on the Board created by Mr. Cook’s death, on October 21, 2008, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, elected Mr. Steven B. Hildebrand to serve as an independent director of the Company and as a member of the Audit Committee, for a term expiring in 2011.  The Board also designated Mr. Hildebrand as an Audit Committee financial expert.  Mr. Hildebrand retired in March 2008 from a twenty-one year tenure at Dollar Thrifty Automotive Group (NYSE: DTG), where he spent his last ten years as Executive Vice President and Chief Financial Officer.  Before joining Dollar Thrifty, Mr. Hildebrand served in several positions for Franklin Supply Company from 1980 to 1987, including Controller and Vice President of Finance.  From 1976 to 1980, Mr. Hildebrand was an Audit Supervisor for the public accounting firm Coopers & Lybrand.  There is no arrangement or understanding between Mr. Hildebrand and any other person under which Mr. Hildebrand was appointed as a director of the Company or a member of the Audit Committee.  For service as a non-management director, Mr. Hildebrand will receive cash compensation as described in the Company’s proxy statement for its 2008 annual stockholders meeting, which was filed with the Securities and Exchange Commission on March 14, 2008, such compensation to be prorated for the portion of the year in which he serves as a director.  Mr. Hildebrand will also receive 3,500 shares of the Company’s common stock on the first business day following each annual stockholder meeting in accordance with the Unit Corporation 2000 Non-Employee Directors’ Stock Option Plan, as amended and restated on August 25, 2004.

(e) On October 21, 2008, the Board adopted and approved the Unit Corporation Annual Bonus Performance Plan (the “Plan”).  The Plan permits the grant of performance-based cash awards to certain employees selected by the Compensation Committee, including the Company’s executive officers, who meet certain annual performance objectives as defined by the Compensation Committee.  No awards under the Plan will be designated for the 2008 fiscal year.  A copy of the Plan is attached to this report as Exhibit 10.1 and is incorporated by reference herein.

At the same meeting, the Board also amended the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries, as amended effective October 21, 2008 (the “Separation Plan”).  The Separation Plan allows eligible employees, including the Company’s executive officers, whose employment with the Company is involuntarily terminated or, in the case of an employee who has completed 20 years of service, voluntarily or involuntarily terminated, to receive benefits equivalent to 4 weeks salary for every whole year of service completed with the Company up to a maximum of 104 weeks.  The amendment prohibits an employee from competing against or causing injury to the Company while receiving benefits under the Separation Plan.  A copy of the Separation Plan is attached to this report as Exhibit 10.2 and is incorporated by reference herein.

Section 7 – Regulation FD

Item 7.01.  Regulation FD Disclosure.

On October 20, 2008, the Company issued a press release announcing the death of Mr. Don Cook, a member of the Company’s Board.  A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

On October 23, 2008, the Company issued a press release announcing the appointment of Mr. Steven B. Hildebrand to the Company’s Board.  A copy of the press release is attached to this report as Exhibit 99.2 and is incorporated by reference herein.

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Section 8 – Other Events

Item 8.01.  Other Events.

At a meeting of the Company’s Audit Committee on October 17, 2008, Mr. J. Michael Adcock was appointed as a member of the Audit Committee, and existing committee member Gary R. Christopher was designated as an audit committee financial expert.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Not Applicable.

(b) Pro Forma Financial Information.

Not Applicable.

(c) Shell Company Transactions.

Not Applicable

(d) Exhibits.

Exhibit No.	Description
10.1	Unit Corporation Annual Bonus Performance Plan
10.2	Separation Benefit Plan of Unit Corporation and Participating Subsidiaries, as amended effective October 21, 2008
99.1	Press Release announcing the death of Mr. Don Cook dated October 20, 2008
99.2	Press Release announcing the appointment of Mr. Steven B. Hildebrand to the Company's Board dated October 23, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Unit Corporation
Date: October 23, 2008	By:  /s/ Mark E. Schell
	Name:  Mark E. Schell
	Title:  Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Unit Corporation Annual Bonus Performance Plan
10.2	Separation Benefit Plan of Unit Corporation and Participating Subsidiaries, as amended effective October 21, 2008
99.1	Press Release announcing the death of Mr. Don Cook dated October 20, 2008
99.2	Press Release announcing the appointment of Mr. Steven B. Hildebrand to the Company's Board dated Octber 23, 2008

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EX-10.1

Exhibit 10.1

UNIT CORPORATION

ANNUAL BONUS PERFORMANCE PLAN

(Effective October 21, 2008)

I.   Purpose.

The purpose of this Annual Bonus Performance Plan (this “Plan”) is to enhance the ability of Unit Corporation (the “Company”) and its Operating Segments to attract, motivate, reward and retain key Employees, to strengthen their commitment to the success of the Company and to align their interests with those of the Company’s shareholders by providing compensation to these designated key Employees based on the achievement of Performance Objectives. To this end, the Plan provides a means of rewarding Participants based on the performance of the Company, its Operating Segments, and the individual.

II.   Administration.

This Plan shall be administered by the Compensation Committee of the Board or such other committee appointed by the Board from time to time to administer the Plan and to perform the functions set forth in this Plan ("Committee"). The Committee shall have full authority to establish the rules and regulations relating to this Plan, and

·   to interpret this Plan and those rules and regulations,

·   to determine the Performance Objectives,

·   to establish the available bonus pool,

·   to decide the facts in any case arising under this Plan,

·   to determine the Participants in this Plan, the Award opportunities for the Participants and whether the Award opportunities shall be based on the Performance Objectives of the Company, the Performance Objectives of one or more Operating Segments, the Performance Objectives of the individual or a combination thereof, and

·   to make all other determinations and to take all other actions necessary or appropriate for the proper administration of this Plan, including the delegation of that authority or power, where appropriate.

The Committee’s administration of this Plan, including all rules and regulations, interpretations, selections, determinations, approvals, decisions, delegations, amendments, terminations and other actions, shall be final and binding on all persons, including the Company, its stockholders and the Participants and their beneficiaries.

III.   Eligible Employees.

Participation shall be limited to those Employees selected by the Committee to participate in the Plan for each Performance Period.

IV.   Establishment of Awards.

EX-10.2

Exhibit 10.2

SEPARATION BENEFIT PLAN OF

UNIT CORPORATION AND PARTICIPATING SUBSIDIARIES

as amended

effective

October 21, 2008

		Page
ARTICLE I. SCOPE		1
SECTION 1.1	NAME	1
SECTION 1.2	PLAN YEAR	1
ARTICLE II. DEFINITIONS		1
2.1	“COMPENSATION COMMITTEE”	1
2.2	“BASE SALARY”	1
2.3	“BENEFICIARY”	1
2.4	“BOARD OF DIRECTORS”	1
2.5	“BONUS”	1
2.6	“CHANGE IN CONTROL”	1
2.7	“CHANGE OF CONTROL CONTRACT”	3
2.8	“CODE”	3
2.9	“COMPANY”	3
2.10	“COMPARABLE POSITION”	3
2.11	“COMPLETED YEAR OF SERVICE”	3
2.12	“DISCHARGE FOR CAUSE”	3
2.13	“ELIGIBLE EMPLOYEE”	4
2.14	“EMPLOYEE”	4
2.15	“EMPLOYING COMPANY”	5
2.16	“ERISA”	5
2.17	“HUMAN RESOURCES DIRECTOR”	5
2.18	“PLAN”	5
2.19	“SEPARATION BENEFIT”	5
2.20	“SEPARATION PERIOD”	5
2.21	“TERMINATION OF EMPLOYMENT”	5
2.22	“YEARS OF SERVICE”	6
ARTICLE III. BENEFITS		6
SECTION 3.1	ELIGIBILITY	6
SECTION 3.2	SEPARATION BENEFIT	6
SECTION 3.3	SEPARATION BENEFIT AMOUNT	6
SECTION 3.4	SEPARATION BENEFIT LIMITATION	8
SECTION 3.5	WITHHOLDING TAX	8
SECTION 3.6	REEMPLOYMENT OF AN ELIGIBLE EMPLOYEE	9
SECTION 3.7	INTEGRATION WITH DISABILITY BENEFITS	9
SECTION 3.8	PLAN BENEFIT OFFSET	9
SECTION 3.9	RECOUPMENT	9
SECTION 3.10	COMPLETION OF TWENTY YEARS OF SERVICE	9
SECTION 3.11	CHANGE IN CONTROL	10
ARTICLE IV. METHOD OF PAYMENT		10
SECTION 4.1	SEPARATION BENEFIT PAYMENT	10
SECTION 4.2	PROTECTION OF BUSINESS	10
SECTION 4.3	DEATH	11
ARTICLE V. WAIVER AND RELEASE OF CLAIMS		12
ARTICLE VI. FUNDING		13

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ARTICLE VII. OPERATION		13
SECTION 7.1	EMPLOYING COMPANY PARTICIPATION	13
SECTION 7.2	STATUS OF SUBSIDIARIES	13
SECTION 7.3	TERMINATION BY AN EMPLOYING COMPANY	13
ARTICLE VIII. ADMINISTRATION		14
SECTION 8.1	NAMED FIDUCIARY	14
SECTION 8.2	FIDUCIARY RESPONSIBILITIES	14
SECTION 8.3	SPECIFIC FIDUCIARY RESPONSIBILITIES	14
SECTION 8.4	ALLOCATIONS AND DELEGATIONS OF RESPONSIBILITY	14
SECTION 8.5	ADVISORS	15
SECTION 8.6	PLAN DETERMINATION	15
SECTION 8.7	CLAIMS REVIEW PROCEDURE	15
SECTION 8.8	MODIFICATION AND TERMINATION	17
SECTION 8.9	INDEMNIFICATION	17
SECTION 8.10	SUCCESSFUL DEFENSE	17
SECTION 8.11	UNSUCCESSFUL DEFENSE	17
SECTION 8.12	ADVANCE PAYMENTS	18
SECTION 8.13	REPAYMENT OF ADVANCE PAYMENTS	18
SECTION 8.14	RIGHT  OF INDEMNIFICATION	18
ARTICLE IX. EFFECTIVE DATE		18
ARTICLE X. MISCELLANEOUS		19
SECTION 10.1	ASSIGNMENT	19
SECTION 10.2	GOVERNING LAW	19
SECTION 10.3	EMPLOYING COMPANY RECORDS	19
SECTION 10.4	EMPLOYMENT NON-CONTRACTUAL	19
SECTION 10.5	TAXES	19
SECTION 10.6	BINDING EFFECT	20
SECTION 10.7	ENTIRE AGREEMENT	20
SECTION 10.8	DECISIONS AND APPEALS	20

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SEPARATION BENEFIT PLAN

OF UNIT CORPORATION AND

PARTICIPATING SUBSIDIARIES

Introduction

The purpose of this Plan is to provide financial assistance to Eligible Employees whose employment has terminated under certain conditions, in consideration of the waiver and release by such employees of any claims arising or alleged to arise from their employment or the termination of employment. No employee is entitled to any payment under this Plan except in exchange for and upon the Employing Company’s receipt of a written waiver and release given in accordance with the provisions of this Plan.

ARTICLE I.

SCOPE

Section 1.1Name

This Plan shall be known as the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries.  The Plan is an “employee benefit plan” governed by the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§1001-1461 (“ERISA”).

Section 1.2Plan Year

The Plan Year is the calendar year.

ARTICLE II.

DEFINITIONS

2.1   “Compensation Committee” means the Committee established and appointed by the Board of Directors or by a committee of the Board of Directors.

2.2   “Base Salary” means the regular basic cash remuneration before deductions for taxes and other items withheld, and without regard to any salary reduction pursuant to any plans maintained by an Employing Company under Section 401 (k) or 125 of the Code, payable to an Employee for services rendered to an Employing Company, but not including pay for Bonuses, incentive compensation, special pay, awards or commissions.

2.3   “Beneficiary”means the person designated by an Eligible Employee in a written instrument filed with an Employing Company to receive benefits under this Plan.

2.4   “Board of Directors”means the board of directors of the Company.

2.5   “Bonus” means any annual incentive compensation paid to an Employee over and above Base Salary earned and paid in cash or otherwise.

2.6   “Change in Control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

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(i)On the close of business on the tenth day following the time the Company learns of the acquisition by any individual entity or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d 3 promulgated under the Exchange Act, of 15% or more of either (i) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company); (B) any acquisition by the Company; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; (D) any acquisition by any corporation pursuant to a transaction with complies with clauses (i), (ii) and (iii) of subsection (iii) of this definition and (E) if the Board of Directors of the Company determines in good faith that a Person became the beneficial owner of 15% or more of the Outstanding Company Common Stock inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Outstanding Company Common Stock that would cause a Change of Control or (B) such Person was aware of the extent of its beneficial ownership of Outstanding Company Common Stock but had no actual knowledge of the consequences of such beneficial ownership under this Plan) and without any intention of changing or influencing control of the Company, then the beneficial ownership of Outstanding Company Common Stock by that Person shall not be deemed to be or to have become a Change of Control for any purposes of this Plan unless and until such Person shall have failed to divest itself, as soon as practicable (as determined, in good faith, by the Board of Directors of the Company), of beneficial ownership of a sufficient number of Outstanding Company Common Stock so that such Person’s beneficial ownership of Outstanding Company Common Stock would no longer otherwise qualify as a Change of Control;

(ii)individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a Director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the Directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a Director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board;

(iii)approval by the stockholders of the company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction Pursuant to which (i) all or substantially all of the individuals or entities who are the

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beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 70% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of Directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (other than: the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Company Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of Directors and (iii) individuals who were members of the Incumbent Board will constitute a majority of the members of the Board of Directors of the corporation resulting from such Corporate Transaction; or

(iv)approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.

2.7   “Change of Control Contract” means a Unit Corporation Key Employee Change of Control Contract entered into between Unit Corporation and the individual identified in such agreement as “Executive”.

2.8   “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.9   “Company” means Unit Corporation, the sponsor of this Plan.

2.10   “Comparable Position” means a job with an Employing Company or successor company at the same or higher Base Salary as an Employee’s current job and at a work location within reasonable commuting distance from an Employee’s home, as determined by such Employee’s Employing Company.

2.11   “Completed Year of Service” means the period of time beginning with an Employee’s date of hire or the anniversary of such date of hire and ending twelve months thereafter.

2.12   “Discharge for Cause” means termination of the Employee’s employment by the Employing Company due to:

(i)the consistent failure of the Employee to perform the Employee’s prescribed duties to the Employing Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness);

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(ii)the commission by the Employee of a wrongful act that caused or was reasonably likely to cause damage to the Employing Company;

(iii)an act of gross negligence, fraud, unfair competition, dishonesty or misrepresentation in the performance of the Employee’s duties on behalf of the Employing Company;

(iv)the conviction of or the entry of a plea of nolo contendere by the Employee to any felony or the conviction of or the entry of a plea of nolo contendere to any offense involving dishonesty, breach of trust or moral turpitude; or

(v)a breach of an Employee’s fiduciary duty involving personal profit.

2.13   “Eligible Employee” means an Employee who is determined to be eligible to participate in this Plan and receive benefits under Article Three

2.14   “Employee”

(a)“Employee” means a person who is

(i)a regular full-time salaried employee of the Employing Company principally employed in the continental United States, Alaska or Hawaii;

(ii)employed by an Employing Company for work on a regular full-time salaried schedule of at least 40 hours per week for an indefinite period; or

(iii)a regular employee who has been demoted or transferred from a full-time salaried position to an hourly position and who, in the discretion of Employing Company is deemed to retain his or her eligibility to participate in the Plan.

(b)“Employee” does not, under any circumstance, mean a person who is

(i)an employee whose compensation is determined on an hourly basis or who holds a position with the Employing Company that is generally characterized as an “hourly” position, except were a specific employee is, after demotion, deemed to be eligible to participate in the Plan under paragraph (a)(iii), above;

(ii)an employee who is classified by the Employing Company as a temporary employee;

(iii)an employee who is a member of a bargaining unit unless the employee’s union has bargained this Plan pursuant to a current collective bargaining agreement between the Employing Company and the union or the employee’s union bargains this Plan pursuant to the bargaining obligations mandated by the National Labor Relations Act;

(iv)an employee retained by the Employing Company under a written contract, other than a Change of Control Contract; or

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(v)any worker who is retained by the Company or Employing Company as a “independent contractor,” “leased employee,” or “temporary employee” but who is reclassified as an “employee” of the Company or Employing Company by a state or federal agency or court of competent jurisdiction.

2.15   “Employing Company” means the Company or any subsidiary of the Company electing to participate in this Plan under the provisions of Section 7.1.

2.16   “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended, and all regulations and rulings issued thereunder by governmental administrative bodies.

2.17   “Human Resources Director” means the Human Resources Director of the Company.

2.18   “Plan” means the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries Plan, as set forth herein and as hereafter amended from time to time.

2.19   “Separation Benefit” means the benefit provided for under this Plan as determined under Article Three.

2.20   “Separation Period” means the period of time over which an Employee receives Separation Benefits under the Plan in semimonthly or other installment payments.

2.21   “Termination of Employment” means an Employee’s separation from the service of an Employing Company determined by the Employing Company, provided that a Termination of Employment does not include any separation from service resulting from:

(i)Discharge for Cause,

(ii)court decree or government action or recommendation having an effect on an Employing Company operations or manpower involving rationing or price control or any other similar type cause beyond the control of an Employing Company,

(iii)prior to a Change in Control, an offer to the Employee of a position with an Employing Company, or affiliate, regardless whether the position offered provides comparable wages and benefits to the position formerly held by the Employee,

(iv)termination pursuant to which an Employee accepts any benefits under an incentive retirement plan or other severance or separation plan,

(v)termination of an Employee who has a written employment contract which contains severance provisions, or

(vi)failure of an Employee to report to work as required by his or her Employing Company.

Temporary work cessations due to strikes, lockouts or similar reasons shall not be considered a Termination of Employment. An Employee’s separation from service in

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connection with the divestiture of any business of an Employing Company shall not constitute a Termination of Employment if the Employee is offered a Comparable Position by the purchaser or successor of such business, an affiliate thereof, or an affiliate of an Employing Company. A separation from service by an Employee who is offered a Comparable Position arranged for or secured by an Employing Company does not constitute a Termination of Employment.

Notwithstanding anything in this Section 2.21 to the contrary, a Termination of Employment shall be deemed to include any termination pursuant to which an Employee is entitled to receive benefits under the terms of a Change of Control Contract.

A Termination of Employment shall be effective on the date specified by the Employing Company (the “Termination Date”).

2.22   “Years of Service” means the sum of the number of continuous Completed Years of Service as an Employee of an Employing Company during the period of employment beginning with the Employee’s most recent hire date and ending with the Employee’s most recent termination date. Provided, in the event an Employee was a member of the Board of Directors of an Employing Company prior to (or after) the adoption of the August 21, 2007 Amendment to the Plan, such Employee shall be credited with the period of time beginning with his date of hire with an Employing Company, and the provisions in Section 2.14(b)(vi) of any prior version of the Plan shall be disregarded.

ARTICLE III.

BENEFITS

Section 3.1Eligibility

Each Employee who has at least one active Year of Service with an Employing Company immediately preceding the date of his or her Termination of Employment, who complies with all administrative requirements of this Plan, including the provisions of Article Five, and who works through his/her Termination Date and who is not engaged in a strike or lockout as of the Termination Date, is eligible to participate in this Plan and, subject to all the terms of the Plan, receive benefits as provided in this Article Three. An Employee is ineligible to participate in this Plan if such Employee fails to satisfy any of the requirements of this Plan including, but not limited to, failure to establish that his or her termination meet the requirements for a Termination of Employment.

Section 3.2Separation Benefit

A Separation Benefit shall be provided for Eligible Employees under the provisions of this Article Three.

Section 3.3Separation Benefit Amount

The Separation Benefit payable to an Eligible Employee under the Plan shall be based, in part, on his/her Years of Service with the Company, or Employing Company. The formula for determining an Employee’s Separation Benefit payment shall be calculated by dividing the

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Employee’s average Base Salary for the one year period ending immediately prior to the date of Termination of Employment by 52 to calculate the weekly separation benefit (the “Weekly Separation Benefit”). The amount of the Separation Benefit payable to the Eligible Employee shall then be determined in accordance with the following applicable provision:

3.3.1Involuntary separation - In the event the Termination of Employment is the result of an Employing Company terminating the employment of the Eligible Employee, the Separation Benefit shall be determined according to the following schedule:

Involuntary Separation

Schedule of Separation Benefits

Years of Service	Number of Weekly Separation Benefit Payments	Years of Service	Number of Weekly Separation Benefit Payments
1	4	14	56
2	8	15	60
3	12	16	64
4	16	17	68
5	20	18	72
6	24	19	76
7	28	20	80
8	32	21	84
9	36	22	88
10	40	23	92
11	44	24	96
12	48	25	100
13	52	26 or more	104

3.3.2Voluntary separation or death of the Eligible Employee - In the event the Termination of Employment is the result of the Eligible Employee’s own action (such as by way of example and not limitation, quitting, resignation or retirement) or is as a result of the Eligible Employee’s death, the Separation Benefit shall be determined according to the following Schedule:

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Voluntary Separation

Schedule of Separation Benefits

Years of Service	Number of Weekly Separation Benefit Payments
1-19	0
20	80
21	84
22	88
23	92
24	96
25	100
26 or more	104

Under certain exceptional circumstances the Compensation Committee may, in its sole and absolute discretion, choose to treat a voluntary separation as an involuntary separation and allow an Eligible Employee to receive Separation Benefits in accordance with the schedule set forth in Section 3.3.1.

Section 3.4Separation Benefit Limitation

Notwithstanding anything in the Plan to the contrary, the Separation Benefit payable to any Eligible Employee under this Plan shall never exceed the lesser of (i) 104 Weekly Separation Benefit payments; or (ii) the amount permitted under ERISA to maintain this Plan as a welfare benefit plan. The benefits payable under this Plan shall be inclusive of and offset by any other severance or termination payments (other than those made pursuant to a Change of Control Contract) made by an Employing Company, including, but not limited to, any amounts paid pursuant to federal, state, local or foreign government worker notification (e.g., Worker Adjustment and Retraining Notification Act) or office closing requirements.

Section 3.5Withholding Tax

The Employing Company shall deduct from the amount of any Separation Benefits payable under the Plan, any amount required to be withheld by the Employing Company by reason of any law or regulation, for the payment of taxes or otherwise to any federal, state, local or foreign government. In determining the amount of any applicable tax, the Employing Company shall be entitled to rely on the number of personal exemptions on the official form(s) filed by the Employee with the Employing Company for purposes of income tax withholding on regular wages.

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Section 3.6Reemployment of an Eligible Employee

Entitlement to the unpaid balance of any Separation Benefit amount due an Eligible Employee under this Plan shall be revoked immediately upon reemployment of the person as an Employee of an Employing Company. Such unpaid balance shall not be payable in any future period.

However, if the person’s re-employment is subsequently terminated and he or she then becomes entitled to a Separation Benefit under this Plan, Years of Service for the period of re-employment shall be added to that portion of his or her prior service represented by the unpaid balance or the revoked entitlement for the prior Separation Benefit.

Section 3.7Integration with Disability Benefits

The Separation Benefit payable to an Eligible Employee with respect to any Separation Period shall be reduced (but not below zero) by the amount of any disability benefit payable from any disability plan or program sponsored or contributed to by an employing Company. The amount of any such reduction shall not be paid to the Eligible Employee in any future period.

Section 3.8Plan Benefit Offset

The amount of any severance or separation type payment that an Employing Company is or was obligated to pay to an Eligible Employee under any law, decree, court award, contract, program or other arrangement because of the Eligible Employee’s separation from service from an Employing Company shall reduce the amount of Separation Benefit otherwise payable under this Plan. Notwithstanding the immediately preceding sentence, the terms of this Section 3.8 shall not be applicable to any benefits paid under a Change of Control Contract.

Section 3.9Recoupment

An Employing Company may deduct from the Separation Benefit any amount owing to an Employing Company from

(a)the Eligible Employee, or

(b)the executor or administrator of the Eligible Employee’s estate.

Section 3.10Completion of Twenty Years of Service

Any Eligible Employee who shall complete Twenty Years of Service prior to the termination of this Plan shall be vested in his/her Separation Benefit notwithstanding the subsequent termination of this Plan prior to such Employee’s Termination of Employment. Any Separation Benefit deemed to have vested pursuant to this section shall be payable upon such Employee’s Termination of Employment with the Employing Company and shall be paid in accordance with the greater of (1) the Plan provisions in effect immediately prior to the termination of this Plan, and (2) the Plan provisions in effect on the date the Employee completed Twenty Years of Service.

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Section 3.11Change in Control

Unless otherwise provided in writing by the Board of Directors prior to a Change in Control of the Company, all Eligible Employees shall be vested in his/her Separation Benefit as of the date of the Change in Control based on such Eligible Employee’s then Years of Service as determined by reference to the schedule set forth in Section 3.3.1 of this Plan. Any Separation Benefit deemed to have vested pursuant to this section shall be payable upon the Eligible Employee’s Termination of Employment with the Employing Company and shall be paid in accordance with the Plan provisions in effect immediately prior to the Change in Control.

ARTICLE IV.

METHOD OF PAYMENT

Section 4.1Separation Benefit Payment

Separation Benefit payments shall, unless otherwise determined by the Compensation Committee, be paid in the same manner as wages were paid to the Employee.

Section 4.2Protection of Business

4.2.1Any Eligible Employee who receives Separation Benefits under Section 3.3 of this Plan agrees that, in consideration of the Separation Benefits, the Employee will not, in any capacity, directly or indirectly, and on his or her own behalf or on behalf of any other person or entity, during the period of time he or she is receiving such Separation Benefits, either (a) solicit or attempt to induce any current customer of the Employing Company to cease doing business with the Employing Company; (b) solicit or attempt to induce any employee of the Employing Company to sever the employment relationship; (c) compete against the Employing Company; (d) injure the Employing Company and the Company, in their business activities or its reputation; or (e) act as an employee, independent contractor, or service provider of a person or entity that is a competitor of the Employing Company or injures the Employing Company or the Company, its business activities or its reputation (collectively, the “Protection of Business Requirements”).  The Compensation Committee in its sole discretion shall decide whether any Eligible Employee is in violation of this provision.

4.2.2Except as provided in the next paragraph and/or the Separation Agreement, in the event the Eligible Employee violates the Protection of Business Requirements of this Section (or the like provisions of his or her Separation Agreement), the Eligible Employee shall not be entitled to any further payments of Separation Benefits under this Plan and shall be obligated to repay the Employing Company all monies previously received as Separation Benefits from the date of the violation forward.

4.2.3In the event of a Change in Control, Employee’s obligations under this Section shall expire and be canceled, and Employee shall be entitled to Separation Benefits under this Plan in accordance with its terms even if he or she engages in conduct that would otherwise violate the Protection of Business Requirements in this Section.

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4.2.4The Plan shall maintain records for each Eligible Employee that is eligible for Separation Benefits and for each Eligible Employee that actually receives Separation Benefits (including relevant dates, claim records, appeal records, payment amounts, etc.);

4.2.5The Plan shall pay benefits to Eligible Employees on a regular basis.  The Plan shall process and pay Separation Benefits on a regular basis, and adjudicate claims for denied or terminated Separation Benefits.

4.2.6The Compensation Committee shall have the ultimate ongoing administrative duty to monitor and investigate the activities of Eligible Employees to ensure they are in compliance with the Protection of Business Requirements.  As set forth herein, the Compensation Committee shall have discretion to determine on an ongoing basis regarding whether each Eligible Employee receiving Separation Benefits remains in compliance with the Plan’s Protection of Business Requirements during the period the Eligible Employee is receiving separation benefits.

4.2.7The Compensation Committee shall have full and sole discretion to determine eligibility for Separation Benefits and to construe the terms of the Plan.

4.2.8By accepting Separation Benefits, an Eligible Employee certifies that he/she is in compliance with the Protection of Business Requirements.  Eligible employees must notify the Plan, through the Human Resources Director, of any change of employer, employment status, or job status or responsibilities, while eligible for Separation Benefits.  Additionally, Eligible Employees receiving benefits must complete and submit on request to the Plan a form certifying that they are in compliance with the Protection of Business Requirements.  The Human Resources Director shall review such forms and make preliminary decisions whether the Eligible Employee is in compliance with the Protection of Business Requirements;

4.2.9As a condition to receiving Separation Benefits or coverage, Eligible Employees and their employers must fully cooperate with any inquiry or investigation by the Plan concerning the Protection of Business Requirements.  If the Eligible Employee or employer fails to fully cooperate with any such inquiry or investigation, the Eligible Employee shall be deemed to have been in violation of the Protection of Business Requirements, and shall be deemed to have forfeit any further benefits under the Plan and shall be obligated to repay the Employing Company all monies previously received as Separation Benefits;

4.2.10The Company shall maintain a projection of the amount of money that will be required for the Company to fulfill its unfunded obligation under the Plan to make payments to various Eligible Employees at different times;

Section 4.3Death

(a)Termination of Employment as a result of death of Eligible Employee - In the event that the Eligible Employee’s Termination of Employment is as a result of the Employee’s death, the Separation Benefit shall be paid to the Eligible Employee’s Beneficiary in accordance with the provisions of Section 3.3.2, above.

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Payments shall be made to the Eligible Employee’s Beneficiary, notwithstanding the Eligible Employee’s failure to meet the waiver and release conditions of Article Five of the Plan.

(b)Death of the Eligible Employee Subsequent to Termination of Employment - In the event that an Eligible Employee’s death occurs subsequent to the date of Termination of Employment, and before receipt of any or all of the benefits to which the Eligible Employee was entitled under this Plan, then the Compensation Committee may, in its sole and absolute discretion, pay a computed lump sum value of the unpaid balance of the Eligible Employee’s Separation Benefit to the Eligible Employee’s Beneficiary, and if there is no designated, living Beneficiary, the computed lump sum value described above may be paid to the executor or administrator of the Eligible Employee’s estate. For purposes of calculating the computed lump sum value as provided herein, the Compensation Committee may discount the present value of the future Separation Benefit payments using a commercially reasonable discount rate.

ARTICLE V.

WAIVER AND RELEASE OF CLAIMS

Except as provided in Section 4.3(a), above, it is a condition of this Plan that no Separation Benefit shall be paid to or for any Employee except upon due execution and delivery to the Employing Company by that Employee of a Separation Agreement in substantially the form attached to this Plan as Attachment “A” or “B” or such other form as may be designated as the required Separation Agreement from time to time, in the discretion of the Employing Company, by which the Employee waives and releases the Company, its subsidiaries and their officers, directors, agents, employees and affiliates from all claims arising or alleged to arise out of his or her employment or the termination of employment including, but not limited to the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, as amended, and all other state and federal laws governing the Employee’s employment. Said waiver and release as provided in the Separation Agreement being given in exchange for and in consideration of payment of the Separation Benefit, to which the Employee would not otherwise be entitled. The determination whether the Employee shall be required to execute a Separation Agreement in the form shown by Attachment “A,” “B” or otherwise shall be within the sole discretion of the Employing Company.

In connection with the execution of the Separation Agreement, the following procedures shall be followed (except as modified from time to time, in the discretion of the Employing Company): the Employee shall be advised in writing, by receiving the written text of the Separation Agreement so stating, to consult a lawyer before signing the Separation Agreement; the Employee shall be given either twenty-one (21) days (when form shown by Attachment “A” is used), or forty-five (45) days (when form shown by Attachment “B” is used) to consider the Separation Agreement before signing; after signing, the Employee shall have seven (7) days in which to revoke the Separation Agreement; and the Separation Agreement shall not take effect until the seven (7) day revocation period has passed.

In addition, where the form shown by Attachment “B” is used, the Employee shall be given: a written statement identifying for the Employee the class, unit or group of persons eligible to participate in the Plan and any time limits for eligibility under the Plan; and the job titles and ages of all persons eligible or selected for separation under the Plan in the same job

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classification or organizational unit, and the ages of all persons not eligible or selected for separation under the Plan.

ARTICLE VI.

FUNDING

This Plan is an unfunded employee welfare benefit plan under ERISA established by the Company. Benefits payable to Eligible Employees shall be paid out of the general assets of the Employing Company. The Employing Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Separation Benefits under the Plan.

ARTICLE VII.

OPERATION

Section 7.1Employing Company Participation

Any subsidiary of the Company may participate as an Employing Company in the Plan upon the following conditions:

(a)Such subsidiary shall make, execute and deliver such instruments as the Company shall deem necessary or desirable;

(b)Such subsidiary may withdraw from participation as an Employing Company upon notice to the Company in which event such subsidiary may continue the provisions or this Plan as its own plan, and may thereafter, with respect thereto, exercise all of the rights and powers theretofore reserved to the Company; and

(c)Any modification or amendment of the Plan made or adopted by the Company shall be deemed to have been accepted by each Employing Company.

Section 7.2Status of Subsidiaries

The authority of each subsidiary to act independently and in accordance with its own best judgment shall not be prejudiced or diminished by its participation in this Plan and at the same time the several Employing Company may act collectively in respect of general administration of this Plan in order to secure administrative economies and maximum uniformity.

Section 7.3Termination by an Employing Company

Any Employing Company other than the Company may withdraw from participation in the Plan at any time by delivering to the Compensation Committee written notification to that effect signed by such Employing Company’s chief executive officer or his delegate. Withdrawal by any Employing Company pursuant to this paragraph or complete discontinuance of Separation Benefits under the Plan by any Employing Company other than the Company, shall constitute termination of the Plan with respect to such Employing Company, but such actions shall not affect any Separation Benefit that has become payable to an Eligible Employee, and

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such benefit shall continue to be paid in accordance with the Plan provisions in effect on the Termination of Employment.

ARTICLE VIII.

ADMINISTRATION

Section 8.1Named Fiduciary

This Plan shall be administered by the Company acting through the Compensation Committee or such other person as may be designated by the Company from time to time. The Compensation Committee shall be the “Administrator” of the Plan and shall be, in its capacity as Administrator, a “Named Fiduciary,” as such terms are defined or used in ERISA.

Section 8.2Fiduciary Responsibilities

The named fiduciary shall fulfill the duties and requirements of such a fiduciary under ERISA and is the Plan’s agent for service of legal process. The named fiduciary may designate other persons to carry out such fiduciary responsibilities and may cancel such a designation. A person may serve in more than one fiduciary or administrative capacity with respect to this Plan. The named fiduciary shall periodically review the performance of the fiduciary responsibilities by each designated person.

Section 8.3Specific Fiduciary Responsibilities

The Compensation Committee shall be responsible for the general administration and interpretation of the Plan and the proper execution of its provisions and shall have full discretion to carry out its duties. In addition to any powers of the Compensation Committee specified elsewhere in this Plan, the Compensation Committee shall have all discretionary powers necessary to discharge its duties under this Plan, including, but not limited to, the following discretionary powers and duties:

8.3.1To interpret or construe the terms of the Plan, including eligibility to participate, and resolve ambiguities, inconsistencies and omissions;

8.3.2To make and enforce such rules and regulations and prescribe the use of such forms as it deems necessary or appropriate for the efficient administration of the Plan;

8.3.3To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan; and

8.3.4To determine eligibility for benefits under the Plan.

Section 8.4Allocations and Delegations of Responsibility

The Board of Directors and the Compensation Committee respectively shall have the authority to delegate, from time to time, all or any part of its responsibilities under this Plan to such person or persons as it may deem advisable and in the same manner to revoke any such

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delegation of responsibility. Any action of the delegate in the exercise of such delegated responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Board of Directors or the Compensation Committee. The Company, the Board of Directors and the Compensation Committee shall not be liable for any acts or omissions of any such delegate. The delegate shall report periodically to the Board of Directors or the Compensation Committee, as applicable, concerning the discharge of the delegated responsibilities.

The Board of Directors and the Compensation Committee respectively shall have the authority to allocate, from time to time, all or any part of its responsibilities under this Plan to one or more of its members as it may deem advisable, and in the same manner to remove such allocation of responsibilities. Any action of the member to whom responsibilities are allocated in the exercise of such allocated responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken by the Board of Directors or the Compensation Committee. The Company, the Board of Directors and the Compensation Committee shall not be liable for any acts or omissions of such member. The member to whom responsibilities have been allocated shall report periodically to the Board of Directors or the Compensation Committee, as applicable, concerning the discharge of the allocated responsibilities.

Section 8.5Advisors

The named fiduciary or any person designated by the named fiduciary to carry out fiduciary responsibilities may employ one or more persons to render advice with respect to any responsibility imposed by this Plan.

Section 8.6Plan Determination

The determination of the Compensation Committee as to any question involving the general administration and interpretation or construction of the Plan shall be within its sole discretion and shall be final, conclusive and binding on all persons, except as otherwise provided herein or by law.

Section 8.7Claims Review Procedure

Consistent with the requirements of ERISA and the regulations thereunder as promulgated by the Secretary of Labor from time to time, the following claims review procedure shall be followed with respect to the denial of Separation Benefits to any Employee:

8.7.1Within thirty (30) days from the date of an Employee’s Termination of Employment, the Employing Company shall furnish such Employee with an agreement and release offering Separation Benefits under the Plan or notice of such Employee’s ineligibility for or denial of Separation Benefits, either in whole or in part. Such notice from the Employing Company will be in writing and sent to the Employee or the legal representatives of his estate stating the reasons for such ineligibility or denial and, if applicable, a description of additional information that might cause a reconsideration by the Compensation Committee or its delegate of the decision and an explanation for the Plan’s claims review procedure. In the event such notice is not furnished within thirty

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(30) days, any claim for Separation Benefits shall be deemed denied and the Employee shall be permitted to proceed to Section 8.7.2 below.

8.7.2Each Employee may submit a claim for benefits to the Compensation Committee (or to such other person as may be designated by the Compensation Committee) in writing in such form as is permitted by the Compensation Committee. An Employee shall have no right to seek review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to his filing a claim for benefits and exhausting his rights to review under this section.

When claim for benefits has been filed properly, such claim for benefits shall be evaluated and the Employee shall be notified of the approval or the denial within ninety (90) days after the receipt of such claim unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the Employee prior to the termination of the initial ninety (90) day period which shall specify the special circumstances requiring an extension and the date by which a final decision shall be reached (which date shall not be later than one hundred and eighty (180) days after the date on which the claim was filed). The Employee shall be given a written notice in which the Employee shall be advised as to whether the claim is granted or denied, in whole or in part. If a claim is denied by the Compensation Committee, in whole or in part, the Employee shall be given written notice which shall contain (1) the specific reasons for the denial, (2) references to pertinent Plan provisions upon which the denial is based, (3) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and (4) the Employee’s rights to seek review of the denial.

8.7.3If a claim is denied, in whole or in part, the Employee shall have the right to request that the Compensation Committee review the denial, provided that the Employee files a written request for review with the Compensation Committee within sixty (60) days after the date on which the Employee received written notification of the denial. The Employee (or his duly authorized representative) may review pertinent documents and submit issues and comments in writing to the Compensation Committee. Within a reasonable period, which shall not be later than sixty (60) days after a request for review is received the review shall be made and the Employee shall be advised in writing of the decision on review, unless special circumstances require an extension of time for processing the review, in which case the Employee shall be given a written notification within such initial sixty (60) day period specifying the reasons for the extension and when such review shall be completed (provided that such review shall be completed within one hundred and twenty (120) days after the date on which the request for review was filed). The decision on review shall be forwarded to the Employee in writing and shall include specific reasons for the decision and references to Plan provisions upon which the decision is based. A decision on review shall be final and binding on all persons.

8.7.4If an Employee fails to file a request for review in accordance with the procedures herein outlined, such Employee shall have no rights to review and shall have

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no right to bring action in any court and the denial of the claim shall become final and binding on all Persons for all purposes.

8.7.5The determinations whether any person qualifies as an Eligible Employee under the Plan; and whether to grant or deny any claim for benefits under this Plan shall be made by the Compensation Committee, in its sole and absolute discretion, and all such determinations shall be conclusive and binding on all persons to the maximum extent permitted by law.

Section 8.8Modification and Termination

Benefits under this Plan are not vested and may be changed, modified or terminated at any time, either individually or on a Plan wide basis.  The Company may at any time, without notice or consent of any person, terminate or modify this Plan in whole or in part, and such termination or modification shall apply to existing as well as to future employees.  However, such actions shall not affect any Separation Benefit that has become payable to an Eligible Employee as a result of that Employee’s Termination of Employment before this amendment date, and that benefit shall continue to be paid in accordance with the Plan provisions in effect on the date of the that Employee's Termination of Employment.

Section 8.9Indemnification

To the extent permitted by law, the Company shall indemnify and hold harmless the members of the Board of Directors, the Compensation Committee members, and any employee to whom any fiduciary responsibility with respect to this Plan is allocated or delegated to, and against any and all liabilities, costs and expenses incurred by any such person as a result of any act, or omission to act, in connection with the performance of his/her duties, responsibilities and obligations under this Plan, ERISA and other applicable law, other than such liabilities, costs and expenses as may result from the gross negligence or willful misconduct of any such person. The foregoing right of indemnification shall be in addition to any other right to which any such person may be entitled as a matter of law or otherwise. The Company may obtain, pay for and keep current a policy or policies of insurance, insuring the members of the Board of Directors, the Compensation Committee members and any other employees who have any fiduciary responsibility with respect to this Plan from and against any and all liabilities, costs and expenses incurred by any such person as a result of any act, or omission, in connection with the performance of his/her duties, responsibilities and obligations under this Plan and under ERISA.

Section 8.10Successful Defense

A person who has been wholly successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding or claim or demand of the character described in Section 8.9 above shall be entitled to indemnification as authorized in such Section 8.9.

Section 8.11Unsuccessful Defense

Except as provided in Section 8.10 above, any indemnification under Section 8.9 above, unless ordered by a court of competent jurisdiction, shall be made by the Company only if authorized in the specific case:

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8.11.1By the Board of Directors acting by a quorum consisting of directors who are not parties to such action, proceeding, claim or demand, upon a finding that the member of the Compensation Committee has met the standard of conduct set forth in Section 8.9 above; or

8.11.2If a quorum under Section 8.11.1 above is not obtainable with due diligence the Board of Directors upon the opinion in writing of independent legal counsel (who may be counsel to any Employing Company) that indemnification is proper in the circumstances because the standard of conduct set forth in Section 8.9 above has been met by such member of the Compensation Committee.

Section 8.12Advance Payments

Expenses incurred in defending a civil or criminal action or proceeding or claim or demand may be paid by the Company or Employing Company, as applicable, in advance of the final disposition of such action or proceeding, claim or demand, if authorized in the manner specified in Section 8.11 above, except that, in view of the obligation of repayment set forth in Section 8.13 below, there need be no finding or opinion that the required standard of conduct has been met.

Section 8.13Repayment of Advance Payments

All expenses incurred, in defending a civil or criminal action or proceeding, claim or demand, which are advanced by the Company or Employing Company, as applicable, under Section 8.12 above shall be repaid in case the person receiving such advance is ultimately found, under the procedures set forth in this Article Eight, not to be entitled to the extent the expenses so advanced by the Company exceed the indemnification to which he or she is entitled.

Section 8.14Right of Indemnification

Notwithstanding the failure of the Company or Employing Company, as applicable, to provide indemnification in the manner set forth in Section 8.11 and 8.12 above, and despite any contrary resolution of the Board of Directors or of the shareholders in the specific case, if the member of the Compensation Committee has met the standard of conduct set forth in Section 8.9 above, the person made or threatened to be made a party to the action or proceeding or against whom the claim or demand has been made, shall have the legal right to indemnification from the Company or Employing Company, as applicable, as a matter of contract by virtue of this Plan, it being the intention that each such person shall have the right to enforce such right of indemnification against the Company or Employing Company, as applicable, in any court of competent jurisdiction.

ARTICLE IX.

EFFECTIVE DATE

This Plan shall be effective (as it may be amended and restated) on and after December 14, 2004.

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ARTICLE X.

MISCELLANEOUS

Section 10.1Assignment

An Employee’s right to benefits under this Plan shall not be assigned, transferred, pledged, encumbered in any way or subject to attachment or garnishment, and any attempted assignment, transfer, pledge, encumbrance, attachment, garnishment or other disposition of such benefits shall be null and void and without effect.

Section 10.2Governing Law

The Plan shall be construed and administered in accordance with ERISA and with the laws of the State Oklahoma, to the extent such State laws are not preempted by ERISA.  If any part of the Plan is held by a court of competent jurisdiction to be void or voidable, such holding shall not apply to render void or voidable the provisions of the Plan not encompassed in the court’s holding. Where necessary to maintain the Plan’s validity, a court of competent jurisdiction may modify the terms of this Plan to the extent necessary to effectuate its purposes as demonstrated by the terms and conditions stated herein.

Section 10.3Employing Company Records

The records of the Employing Company with regard to any person’s Eligible Employee status, Beneficiary status, employment history, Years of Service and all other relevant matters shall be conclusive for purposes of administration of the Plan.

Section 10.4Employment Non-Contractual

This Plan is not intended to and does not create a contract of employment, express or implied, and an Employing Company may terminate the employment of any employee with or without cause as freely and with the same effect as if this Plan did not exist. Nothing contained in the Plan shall be deemed to qualify, limit or alter in any manner the Employing Company’s sole and complete authority and discretion to establish, regulate, determined or modify at all time, the terms and conditions of employment, including, but not limited to, levels of employment, hours of work, the extent of hiring and employment termination, when and where work shall be done, marketing of its products, or any other matter related to the conduct of its business or the manner in which its business is to be maintained or carried on, in the same manner and to the same extent as if this Plan were not in existence.

Section 10.5Taxes

Neither an Employing Company nor any fiduciary of this Plan shall be liable for any taxes incurred by an Eligible Employee or Beneficiary for Separation Benefit payments made pursuant to this Plan.

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Section 10.6Binding Effect

This Plan shall be binding on the Company, any Employing Company and their successors and assigns, and the Employee, Employee’s heirs, executors, administrators and legal representatives. As used in this Plan, the term “successor” shall include any person, firm, corporation or other business entity which at any time, whether by merger, purchase or otherwise, acquires all or substantially all of the assets or business of the Company or any Employing Company.

Section 10.7Entire Agreement

This Plan constitutes the entire understanding between the parties hereto and may be modified only in accordance with the terms of this Plan.

Section 10.8Decisions and Appeals

10.8.1Manner and Content of Benefit Determination

The Human Resources Director shall provide a Eligible Employee with written or electronic notification of any adverse benefit determination.  The notification shall set forth, in a manner calculated to be understood by the Eligible Employee the following:

(a)the specific reason(s) for the adverse determination;

(b)references to the specific plan provisions upon which the determination is based;

(c)a description of any additional material or information necessary for the Eligible Employee to perfect the claim and an explanation of why such material or information is necessary;

(d)a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Eligible Employee’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review;

(e)if the Plan utilizes a specific internal rule, guideline, protocol, or other similar criterion in making the determination, either the specific rule, guideline, protocol or other similar criterion; or a statement that such a rule, guideline, protocol or other similar criterion was relied upon and that a copy of such rule, guideline, protocol or similar criterion will be provided free of charge to the Eligible Employee upon request;

10.8.2Appeal of Denied Claim and Review Procedure

(a)If an Eligible Employee does not agree with the reason for the denial or termination of Separation Benefits (including a denial or termination of benefits based on a determination of an Eligible Employee’s eligibility to participate in the Plan), he/she may file a written appeal within 180 days after the receipt of the original claim determination.  The request

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should state the basis for the disagreement along with any data, questions, or comments he/she thinks are appropriate, and should be sent to the office of the Human Resources director.

(b)The Compensation Committee shall conduct a full and fair review of the determination.  The review shall not defer to the initial determination, and it shall take into account all comments, documents, records and other information submitted by the Eligible Employee without regard to whether such information was previously submitted or considered in the initial determination.

10.8.3Manner and Content of Notification of Benefit Determination on Review

Within 60 days (or longer if special circumstances require), the Compensation Committee shall provide an Eligible Employee with written or electronic notification of any adverse benefit determination on review.  The notification shall set forth, in a manner calculated to be understood by the Eligible Employee the following:

(a)the specific reason(s) for the adverse determination on review;

(b)reference to the specific plan provisions upon which the review is based;

(c)a statement that the Eligible Employee is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his claim for benefits;

(d)a statement describing any voluntary appeal procedures offered by the Plan and the Eligible Employee’s right to obtain the information about such procedures, and a statement of the Eligible Employee’s right to bring an action under section 502(a) of ERISA;

(e)if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination on review, either the specific rule, guideline, protocol, or other similar criterion, or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination on review and that a copy of the rule, guideline, protocol, or other similar criterion will be provided free of charge to the Eligible Employee upon request;

(f)the following statement: “Other voluntary alternative dispute resolution methods, such as mediation, may be available.  You may seek additional information by contacting your local U.S. Department of Labor office and your State insurance regulatory agency.”

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SEPARATION AGREEMENT “A”

[Name of Employing Company] (“Unit”) and (“Employee”) hereby agree as follows:

Employee’s employment will end on                                                                           , 20__.

In consideration for Employee’s agreement to the terms and conditions of this Separation Agreement (“Agreement”), Unit will pay to Employee a Separation Benefit of $in accordance with and subject to the terms of the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (the “Plan”).

Employee knows that state and federal laws, including the Age Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964, as amended, prohibit employment discrimination based on age, sex, race, color, national origin, religion, handicap, disability, or veteran status, and that these laws are enforced through the United States Equal Employment Opportunity Commission (“EEOC”), United States Department of Labor, and State Human Rights Agencies.

EMPLOYEE IS ADVISED TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.

EMPLOYEE HAS TWENTY ONE DAYS AFTER RECEIVING THIS AGREEMENT TO CONSIDER WHETHER TO SIGN THIS AGREEMENT.

AFTER SIGNING THIS AGREEMENT, EMPLOYEE HAS ANOTHER SEVEN (7n DAYS IN WHICH TO REVOKE CONSENT TO THIS AGREEMENT. THIS AGREEMENT DOES NOT TAKE EFFECT UNTIL THOSE SEVEN DAYS HAVE PASSED.

In exchange for receipt of the Separation Benefit described above, to which Employee acknowledges he or she is not otherwise entitled, Employee forever releases and discharges Unit Corporation and its subsidiaries, their officers, directors, agents, employees, and affiliates from all claims, liabilities, and lawsuits arising out of Employee’s employment or the termination of that employment, and agrees not to assert any such claim, liability or lawsuit. Employee agrees that this release and discharge includes any claim under the Age Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964, as amended, and any claim under other federal, state or local statute or regulation relating to employment discrimination or employee benefits. Employee agrees that this release and discharge includes any claim under any other statute, regulation or common law rule relating to Employee’s employment or termination of employment. This Agreement does not have any effect with respect to acts or events occurring after the date upon which Employee signs the Agreement. This Agreement does not limit any benefits to which Employee is entitled under any retirement plans, if any.

As further consideration for the payment of the Separation Benefit described above, Employee agrees that Employee will not, in any capacity directly or indirectly and on his or her own behalf or on behalf of any other person or entity, during the period of time he or she is receiving such Separation Benefits, either (a) solicit or attempt to induce any current customer of the Company to cease doing business with the Company or (b) solicit or attempt to induce any

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employee of the Company to sever the employment relationship (collectively, the “Protection of Business Requirements”).

Except as provided in the next paragraph, in the event Employee violates the Protection of Business Requirements hereof, Employee shall not be entitled to any further payments of Separation Benefits under the Plan or this Agreement and shall be obligated to repay Unit all Separation Benefit payments previously received under the Plan and this Agreement.

In the event of a Change in Control of Unit Corporation (as defined in the Plan), Employee’s obligations regarding the Protection of Business Requirements under this Agreement shall expire and be canceled, and Employee shall be entitled to Separation Benefits provided under the Plan in accordance with the terms of the Plan, notwithstanding whether Employee thereafter engages in conduct that would otherwise violate the Protection of Business Requirements as described in this Agreement.

Employee has carefully read and fully understands all the provisions of this Agreement. This is the entire Agreement between the parties and is legally binding and enforceable. Employee agrees that he or she has not relied upon any representation or statement, written or oral, not set forth in this Agreement when signing this Agreement.

This Agreement shall be governed and interpreted under federal law and the laws of the State of Oklahoma, notwithstanding such State’s choice of law provisions. If any part of this Agreement is held by a court of competent jurisdiction to be void or voidable, such holding shall not apply to render void or voidable the provisions of this Agreement not encompassed in the court’s holding. Where necessary to maintain this Agreement’s validity, a court of competent jurisdiction may modify the terms of this Agreement to the extent necessary to effectuate its purposes as demonstrated by the terms and conditions stated herein.

Employee agrees that he or she has carefully read and fully understands all the provision of this Agreement. This is the entire Agreement between the parties, and it is legally binding and enforceable. Employee agrees that he or she has not relied upon any representation or statement, written or oral, not set forth in this Agreement when signing this Agreement.

Employee knowingly and voluntarily signs this Agreement.

1.   Employee acknowledges receipt of this Agreement on this      day of    , 20__;

________________________(Employee)

2.   Employee acknowledges signing and, in signing, consenting to this Agreement on this ______ day of ________________________, 20__;

________________________(Employee)

3.   Employee acknowledges that the seven (7) day revocation period shall end, and this agreement shall be effective and enforceable as of theday of, 20__;

________________________(Employee)

A-2

(Name of Employing Company)

By: ____________________________                                                             

Title:  __________________________

Date:  __________________________

A-3

SEPARATION AGREEMENT “B”

[Name of Employing Company] (“Unit”) and (“Employee”) hereby agree

as follows:

Employee’s employment will end on                                                                           , 20__.

In consideration for Employee’s agreement to the terms and conditions of this Separation Agreement (“Agreement”), Unit will pay to Employee a Separation Benefit of $, in accordance with, and subject to the terms of the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries (the “Plan”).  Employee agrees to comply with all terms of the Plan.

Employee knows that state and federal laws, including the Age Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964, as amended, prohibit employment discrimination based upon age, sex, race, color, national origin, religion, handicap, disability, or veteran status, and that these laws are enforced through the United States Equal Employment Opportunity Commission (“EEOC”), United States Department of Labor, State Human Rights Agencies and courts of competent jurisdiction.

EMPLOYEE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.

EMPLOYEE HAS FORTY FIVE (45) DAYS AFTER RECEIVING THIS AGREEMENT, AND THE WRITTEN STATEMENT PROVIDED WITH THIS AGREEMENT, TO CONSIDER WHETHER TO SIGN THIS AGREEMENT.

AFTER SIGNING THIS AGREEMENT, EMPLOYEE HAS ANOTHER SEVEN (7) DAYS IN WHICH TO REVOKE CONSENT TO THIS AGREEMENT. THIS AGREEMENT DOES NOT TAKE EFFECT UNTIL THOSE SEVEN (‘) DAYS HAVE PASSED.

EMPLOYEE ACKNOWLEDGES THAT, ALONG WITH THIS AGREEMENT, HE OR SHE HAS BEEN GIVEN A WRITTEN STATEMENT: (A) WHICH DESCRIBES THE CLASS, UNIT, OR GROUP OF INDIVIDUALS COVERED BY THE PLAN, ELIGIBILITY FACTORS UNDER THE PLAN, AND ANY TIME LIMITS APPLICABLE TO THE PLAN; AND (B) THE JOB TITLES AND AGES OF ALL INDIVIDUALS ELIGIBLE OR SELECTED FOR TERMINATION UNDER THE PLAN WITH THIS EMPLOYEE, AND THE AGES AND JOB TITLES OF ALL INDIVIDUALS IN THE SAME JOB CLASSIFICATION OR TITLE AS THOSE EMPLOYEES ELIGIBLE OR SELECTED FOR TERMINATION UNDER THE PLAN WHO ARE NOT ELIGIBLE OR SELECTED FOR TERMINATION.

In exchange for receipt of the Separation Benefit described above, to which Employee acknowledges he or she is not otherwise entitled, Employee forever releases and discharges Unit Corporation and its subsidiaries, their officers, directors, agents, employees, and affiliates from all claims, liabilities, and lawsuits arising out of Employee’s employment or the termination of that employment, and agrees not to assert any such claim, liability or lawsuit. Employee agrees that this release and discharge includes any claim under the Age Discrimination in Employment Act and Title VII of the Civil Rights Act of 1964, as amended, and any claim under other federal, state or local statute or regulation relating to employment discrimination or employee benefits. Employee agrees that this release and discharge includes any claim under any other

B-1

statute, regulation or common law rule relating to Employee’s employment or termination of employment. This Agreement does not have any effect with respect to acts or events occurring after the date upon which Employee signs the Agreement. This Agreement does not limit any benefits to which Employee is entitled under any retirement plans, if any.

Employee agrees that he or she has carefully read and fully understands all the provision of this Agreement. This is the entire Agreement between the parties, and it is legally binding and enforceable.  Employee agrees that he or she has not relied upon any representation or statement, written or oral, not set forth in this Agreement when signing this Agreement.

The Plan shall be construed and administered in accordance with ERISA and other federal laws, and with the laws of the State Oklahoma to the extent such State laws are not preempted by ERISA.  If any part of this Agreement is held by a court of competent jurisdiction to be void or voidable, such holding shall not apply to render void or voidable the provisions of this Agreement not encompassed in the court’s holding. Where necessary to maintain this Agreement’s validity, a court of competent jurisdiction may modify the terms of this Agreement to the extent necessary to effectuate its purposes as demonstrated by the terms and conditions stated herein.

Employee knowingly and voluntarily signs this Agreement.

1.   Employee acknowledges receipt of this Agreement on this              day of   , 20__;

________________________(Employee)

2.   Employee acknowledges signing and, in signing, consenting to this Agreement on this ______ day of ________________________, 20__;

________________________(Employee)

3.   Employee acknowledges that the seven (7) day revocation period shall end, and this agreement shall be effective and enforceable as of theday of, 20__;

________________________(Employee)

(Name of Employing Company)

By: ____________________________                                                             

Title:  __________________________

Date:  __________________________

B-2

EX-99.1

Exhibit 99.1

news	UNIT CORPORATION
	7130 South Lewis Avenue, Suite 1000, Tulsa, Oklahoma 74136
	Telephone 918 493-7700, Fax 918 493-7711

Contact:	Larry Pinkston
	President & Chief Executive Officer
	(918) 493-7700

For Immediate Release…

October 20, 2008

UNIT CORPORATION ANNOUNCES PASSING OF LONG-TIME DIRECTOR

Tulsa, Oklahoma . . . Unit Corporation (NYSE – UNT) announced today that one of its directors, Don Cook, passed away Saturday, October 18, 2008.  Mr. Cook served as a director and Audit Committee Chairman since the company’s inception in 1963.  He was a partner in the accounting firm of Finley & Cook in Shawnee, Oklahoma from 1950 until 1987 when he retired.

Larry Pinkston, Unit’s President & Chief Executive Officer, said:  “Don Cook has been an integral part of the Unit family since 1963 when King Kirchner and Don Bodard founded the company.  His financial expertise and unfailing support of the company had a profound impact on Unit and all of us who were fortunate enough to have known him.  He will be greatly missed.”

Unit Corporation is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and natural gas exploration, production, contract drilling and natural gas gathering and processing.  Unit’s Common Stock is listed on the New York Stock Exchange under the symbol UNT.  For more information about Unit Corporation, visit its website at http://www.unitcorp.com.

EX-99.2

Exhibit 99.2

news	UNIT CORPORATION
	7130 South Lewis Avenue, Suite 1000, Tulsa, Oklahoma 74136
	Telephone 918 493-7700, Fax 918 493-7711

Contact:	Larry Pinkston
	President & Chief Executive Officer
	(918) 493-7700

For Immediate Release…

October 23, 2008

UNIT CORPORATION ANNOUNCES ELECTION OF DIRECTOR

Tulsa, Oklahoma . . . Unit Corporation (NYSE – UNT) announced today that its Board of Directors (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee, elected Mr. Steven B. Hildebrand to serve as a class III director of the Company and as a member of the Audit Committee, for a term expiring in 2011.  The Board also designated Mr. Hildebrand as an Audit Committee financial expert.  Mr. Hildebrand retired in March 2008 from a twenty-one year tenure at Dollar Thrifty Automotive Group (NYSE: DTG), where he spent his last ten years as Executive Vice President and Chief Financial Officer.  Before joining Dollar Thrifty, Mr. Hildebrand served in several positions for Franklin Supply Company from 1980 to 1987, including Controller and Vice President of Finance.  From 1976 to 1980, Mr. Hildebrand was an Audit Supervisor for the public accounting firm Coopers & Lybrand.  Mr. Hildebrand is filling the vacancy left on the Board due to the recent passing of Mr. Don Cook.

Larry Pinkston, Unit’s President & Chief Executive Officer, said:  “Mr. Hildebrand’s experience and expertise will be a significant asset to Unit.  We are pleased that he has joined our Board and look forward to his contributions to the Company.”

Unit Corporation is a Tulsa-based, publicly held energy company engaged through its subsidiaries in oil and natural gas exploration, production, contract drilling and natural gas gathering and processing.  Unit’s Common Stock is listed on the New York Stock Exchange under the symbol UNT.  For more information about Unit Corporation, visit its website at http://www.unitcorp.com.