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): December 14, 2004
Unit Corporation
(Exact name of registrant as specified in its charter)
Oklahoma 1-9260 73-1283193
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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))
Item 1.01 Entry into a Material Definitive Agreement.
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Effective December 14, 2004, the Compensation Committee of the Board of
Directors of Unit Corporation (the "Company") amended in certain respects the
Company's Separation Benefit Plan of Unit Corporation and Participating
Subsidiaries (Plan A), the Company's Separation Benefit Plan for Senior
Management (Plan B) and the Company's Special Separation Benefit Plan (Plan C).
Plan A allows eligible employees 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. To receive payments the recipient must
waive any claims against the Company in exchange for receiving the separation
benefits. Plan B provides certain officers and key executives of the Company
with benefits generally equivalent to Plan A. The compensation committee of the
Board of Directors has absolute discretion in the selection of the individuals
covered in Plan B. Plan C is identical to Plan A with the exception that the
benefits under that plan vest on the earliest of the participant's reaching the
age of 65 or serving 20 years with the Company. The compensation committee of
the Board of Directors has absolute discretion in the selection of the
individuals covered in Plan C. Currently there are no participants in Plan C.
The majority of the amendments were to bring the plans into compliance with
applicable Oklahoma law and to conform the plans' change in control provisions
to match those contained in other documents relevant to the Company. The
following chart shows the more significant amendments made to each plan:
Plan Amended Summary of Amendment Reason for Amendment
------------ -------------------- --------------------
Plan A and Plan B The definition of Discharge This change was made
for Cause was amended by to allow the Company
removing the term "willful" greater certainty in
in subsections 2.12 (i) and defining a Discharge
(ii). for Cause.
Plan A and Plan B The provisions in the plans Comply with applicable
providing for Forfeiture of law.
Separation Benefit Payments
by Competition were revised
to bring them into compliance
with recent Oklahoma law that
restricts the Company's
ability to limit a former
employee's ability to compete
against the Company.
Corresponding changes were
also made to the Release
Agreements that a participant
is required to sign to get
the benefits under the plan.
Plans A, B and C. The definition of Change in This change was made
Control was amended to to allow those persons
provide that if the Board of who might unintentionally
Directors of the Company acquire enough stock
determines in good faith that of the Company to
a person became the trigger a change of
beneficial owner of 15% or control the opportunity
more of the outstanding to divest themselves
common stock of the Company of enough stock and
inadvertently (including, thus not trigger the
without limitation, because change in control
(A) such person was unaware provisions.
that it beneficially owned
a percentage of outstanding
common stock that would cause
a Change of Control or (B)
such person was aware of the
extent of its beneficial
ownership of outstanding
common stock but had no
actual knowledge of the
consequences of such
beneficial ownership under
the plan) and without
any intention of changing or
influencing control of the
Company, then the beneficial
ownership of outstanding
common stock by that person
will not be deemed to be or to
have become a Change of
Control for any purposes of
the plans unless that person
fails 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 of outstanding
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common stock so that person's
beneficial ownership of
outstanding common stock would
no longer otherwise qualify as
a Change of Control.
A copy of the plans, as amended, are filed as exhibits to this form 8-K and
incorporated herein by reference. The foregoing summary is qualified in its
entirety by reference to such exhibits.
Also, as previously reported in the Company's Form 8-K filed on 10-21-04, the
Company reached an agreement with its current Chief Executive Officer, Mr.
Nikkel, providing for him to serve as a consultant to the Company on his
retirement April 1, 2005. At the time the prior 8-K was filed, the Company had
not signed a written agreement with its Chief Executive Officer memorializing
the terms set forth in the prior 8-K. That agreement was signed on December 17,
2004 and is attached as an exhibit to this Form 8-K and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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Not Applicable.
(b) Pro Forma Financial Information.
--------------------------------
Not Applicable.
(c) Exhibits.
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10.1 Unit Corporation Separation Benefit Plan for Senior Management
10.2 Separation Benefit Plan of Unit Corporation and Participating
Subsidiaries
10.3 Special Separation Benefit Plan
10.4 Consulting Agreement dated December 16, 2004 between John Nikkel
and the Company
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: December 20, 2004 By: /s/ Mark E. Schell
--------------------
Name: Mark E. Schell
Title: Senior Vice President
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EXHIBIT INDEX
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10.1 Unit Corporation Separation Benefit Plan for Senior Management
10.2 Separation Benefit Plan of Unit Corporation and Participating
Subsidiaries
10.3 Special Separation Benefit Plan
10.4 Consulting Agreement dated December 16, 2004 between John Nikkel
and the Company
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