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)
|
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))
|
·
|
Deferred
compensation payable to executives is to be paid only on certain specified
events, including a “separation from service” within the meaning of
Section 409A, and can be paid no earlier than six months following the
separation from service. Severance will accrue interest at the
applicable federal rate for any period during which the payments are
delayed.
|
·
|
Welfare
benefits paid following a severance event will be provided on a tax-free
basis or, if taxable, the benefits will be provided in a manner that
complies with the rules relating to the time and form of payments under
Section 409A.
|
·
|
The
Company will provide outplacement benefits directly to the executive and
the underlying expense will be incurred no later than the end of the
second full calendar year following the year of termination and all
reimbursements will be made no later than the end of the third full
calendar year following the year of
termination.
|
·
|
If
an executive is terminated in anticipation of a change in control, the
payment of severance will not occur upon an impermissible payment event
under Section 409A.
|
·
|
If
an executive is entitled to reimbursement of legal fees arising out of a
dispute over the terms of the CIC Contract, the legal fees paid during one
taxable year will not affect the legal fees that the Company is obligated
to pay during any other taxable year; the executive will only be entitled
to reimbursement for a specified period; reimbursement must be made before
the end of the calendar year following the calendar year in which the
expense was incurred; and legal fees may not be liquidated or exchanged
for another benefit.
|
·
|
If
an executive is subject to the so-called "golden parachute" excise tax
under Internal Revenue Code Section 4999, the gross-up payment will be
paid before the end of the calendar year following the calendar year in
which the taxes become due.
|
·
|
The
Company may further amend the CIC Contract, in consultation with the
executive, in the least restrictive manner, in order to cause the
provisions to comply with or avoid Section
409A.
|
(a)
|
Financial
Statements of Businesses
Acquired.
|
(b)
|
Pro Forma
Financial
Information.
|
(c)
|
Shell
Company Transactions.
|
(d)
|
Exhibits.
|
Exhibit
No.
|
Description
|
10.1
|
Unit
Corporation Amended and Restated Key Employee Change of Control
Contract
|
Unit
Corporation
|
|
Date:
August 25, 2008
|
By: /s/ Mark E.
Schell
|
Name: Mark
E. Schell
|
|
Title: Senior
Vice President and General Counsel
|
Description
|
|
10.1
|
Unit
Corporation Amended and Restated Key Employee Change of Control
Contract
|