UNIT CORPORATION RESTRICTED STOCK AWARD AGREEMENT PERSONAL AND CONFIDENTIAL

Participant Name

[--------------------]

Date of Grant

[--------------------]

Number of Shares of Restricted Stock subject to this Award

[--------------------]

Expiration Date

[--------------------]

Unless you are advised otherwise by the Secretary of Unit Corporation, your unvested Shares of Restricted Stock will be held in book entry form. You agree that Unit Corporation may give stop transfer instructions to the depository to ensure compliance with the provisions of this agreement. You hereby (i) acknowledge that your unvested Shares of Restricted Stock will be held in book entry form on the books of Unit Corporation's depository (or another institution specified by Unit Corporation), and irrevocably authorize Unit Corporation to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such Shares that are unvested and forfeited, (ii) agree to deliver to Unit Corporation, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares of Restricted Stock, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agree to sign such other powers and take such other actions as Unit Corporation may reasonably request to accomplish the transfer or forfeiture of any unvested Shares of Restricted Stock that are forfeited under this agreement.

In the event the Secretary of Unit Corporation advises you that your unvested Shares of Restricted Stock will be represented by a certificate, then, subject to the provisions of this agreement, Unit Corporation shall issue and register on its books and records in your name a certificate (or certificates)

Neither (i) the Shares of Restricted Stock, (ii) the right to vote the Shares of Restricted Stock, (iii) the right to receive dividends on the Shares of Restricted Stock, or (iv) any other rights under this agreement may be sold, transferred, donated, exchanged, pledged, assigned, or otherwise alienated or encumbered until (and then only to the extent of) the Shares of Restricted Stock are delivered to you.

You shall have, with respect to the Shares of Restricted Stock, all of the rights of a holder of Shares, including the right to vote such shares and to receive any cash dividends thereon. The Committee, however, may determine that cash dividends shall be automatically reinvested in additional Shares which shall become Shares of Restricted Stock and shall be subject to the same restrictions and other terms of this Award. Unless otherwise determined by the Committee, dividends payable in Shares shall be treated as additional Shares of Restricted Stock subject to the same restrictions and other terms of this Award and you shall deliver a stock power, duly endorsed in blank, relating to the additional Shares of Restricted Stock on payment of any such dividend.

During your lifetime the Shares of Restricted Stock shall only be delivered to you. Any Shares of Restricted Stock transferred in accordance with this agreement shall continue to be subject to the terms and conditions of this agreement, including, without limitation, the provisions of this Section 5. Any transfer permitted under this agreement shall be promptly reported in writing to Unit Corporation's Secretary.

 

 

 

[---]% on the [---------------] anniversary of the date of grant;

 

 

(ii) 

 

 

an additional [---]% on the [---------------]anniversary of the date of grant; and

 

 

 

 

the remaining [---]% on the [---------------]anniversary of the date of grant (the time before the [---------------] anniversary of the date of grant being called in this agreement the "Restriction Period").

 

On termination of your employment with Unit Corporation or any of its Affiliates for any reason during the Restriction Period (except (i) in the event of death or disability under Section 5, (ii) as a result of a change of control subject to Section 9, or (iii) unless the Committee determines otherwise in the case of your retirement), you shall forfeit all Shares of Restricted Stock that have not been previously delivered to you in Shares that are not subject to the restrictions set forth above in Section 3.

For the purposes of this agreement, your employment by an Affiliate of Unit Corporation shall be considered terminated on the date that the company by which you are employed is no longer an Affiliate of Unit Corporation.

The existence of this agreement and the Shares of Restricted Stock shall not affect or restrict in any way the right or power of the Board of Directors or the stockholders of Unit Corporation (or any of its Affiliates) to make or authorize any reorganization or other change in its capital or business structure, any merger or consolidation, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or the Shares of Restricted Stock, the dissolution or liquidation of the company or any sale or transfer of all or any part of its (or their) assets or business.

In the event of any corporate event or transaction that is subject to the provisions of Section 4.2 of the Plan, the Committee may make adjustments or amendments to the terms of this Award as it deems appropriate under the circumstances, in its sole discretion. Any adjustments or amendments may include, but are not limited to, (i) changes in the number and kind of Shares of Restricted Stock set forth above, (ii) changes in the grant price per share, and (iii) accelerating the delivery of the Shares of Restricted Stock. The determination by the Committee as to the terms of any amendments or adjustments shall be conclusive and binding.

conduct relating to your employment for which either criminal or civil penalties against you may be sought;

conduct or activity that results in the termination of your employment because of your: (i) failure to abide by your employer's rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts while employed with your employer amounting to negligence or misconduct; (iii) misappropriation of funds or property of Unit Corporation or any of its Affiliates or committing any fraud against Unit Corporation or any of its Affiliates or against any other person or entity in the course of employment with Unit Corporation or any of its Affiliates; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of Unit Corporation or any of its Affiliates or to the benefits of which Unit Corporation or any of its Affiliates is entitled; or (v) the commission of a felony or other crime involving moral turpitude;

accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of Unit Corporation or any of its Affiliates who was employed at any time during your tenure with Unit Corporation of an of its Affiliates, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of Unit Corporation or any of its Affiliates (a "competitor"), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by you during your tenure with Unit Corporation or any of its Affiliates, but only if provided in the good faith and reasonable belief that such action would benefit Unit Corporation or any of its Affiliates by promoting good business relations with the competitor and would not harm Unit Corporation or any of its Affiliates interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of Unit Corporation or any of its Affiliates;

disclosing or misusing any confidential information or material concerning Unit Corporation or any of its Affiliates; or

making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom Unit Corporation or any of its Affiliates engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of Unit Corporation or any of its Affiliates, or taking any other action that could reasonably be expected to injure Unit Corporation or any of its Affiliates in its business relationships with any of the foregoing parties or result in any other detrimental effect on Unit Corporation or any of its Affiliates;

This Award is subject to the terms, conditions, restrictions and other provisions of the Plan as fully as if all those provisions were set forth in their entirety in this agreement. If any provision of this agreement conflicts with a provision of the Plan, the Plan provision shall control.

You acknowledge that a copy of the Plan and a prospectus summarizing the Plan was distributed or made available to you and that you were advised to review that material before entering into this agreement. You waive the right to claim that the provisions of the Plan are not binding on you and your heirs, executors, administrators, legal representatives and successors.

Capitalized terms used but not defined in this agreement have the meaning given those terms in the Plan.

By your signature below, you represent that you are familiar with the terms and provisions of the Plan, and hereby accept this agreement subject to all of the terms and provisions of the Plan. You have reviewed the Plan and this agreement in their entirety and fully understand all provisions of this agreement. You agree to accept as binding, conclusive and final all decisions or interpretations of the Committee on any questions arising under the Plan or this agreement.

 

 

 

 

 

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By:

Signature

Signature

Title:

Date:

Date: