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Delaware
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1-9260
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73-1283193
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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7130
South Lewis, Suite 1000, Tulsa, Oklahoma
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74136
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(Address
of principal executive offices)
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(Zip
Code)
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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(a)
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On
May 29, 2009, Unit Corporation (the “Company”), through its compensation
committee and board of directors, approved amendments to the existing Unit
Corporation 2000 Non-employee Directors’ Stock Option Plan as Amended and
Restated August 25, 2004 (as amended on May 29, 2009, the “Amended
Plan”). The amendments extended the plan term from May 30, 2010
to May 30, 2017, and increased the aggregate number of shares that may be
issued or delivered due to exercise of non-employee director option awards
from 210,000 shares of common stock to 510,000 shares of common
stock. The Amended Plan also includes claw back
provisions, which provide that in the event of specified director
misconduct, the shares or proceeds from the sale of the shares originating
as options under the Amended Plan can be recovered by the
Company. Effective with the adoption of the amendments, a
one-time grant of 3,063 shares to each non-employee Director was made on
May 29, 2009 (the “Contingent Option Awards”). The Contingent
Option Awards cannot vest before the stockholders approve the Amended
Plan, and will be void in the event such approval is not
obtained. Other than providing for the Contingent Option
Awards, the plan will operate in much the same manner as it did before the
recent amendments, providing an annual award of options to purchase 3,500
shares of the Company’s Common Stock to each non-employee Director
effective automatically on the day after the Company’s annual
meeting. Options granted under the Amended Plan, other than the
Contingent Option Awards, will not be exercisable before six months after
the grant date, and will expire ten years from the grant
date.
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(b)
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On
March 26, 2008, the Company and Mr. John Nikkel, Chairman of the Board of
Directors of the Company, entered in an agreement to continue an existing
consulting contract that the Company and Mr. Nikkel initially entered into
on December 17, 2004. The agreement provided that Mr. Nikkel
would serve as a consultant to the Company, on an annual basis, for
$70,000 per year. Effective June 1, 2009, the consulting
agreement has been extended for a one-year term commencing as of April 1,
2009. The foregoing description of the current consulting
agreement does not purport to be complete and is qualified in
its entirety by reference to the attached copy of that agreement, filed as
Exhibit 10.2 to this Form 8-K and incorporated by reference into this Item
1.01 (b).
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Information
regarding Mr. Nikkel’s investments in the employee limited partnerships
sponsored by the company each year is described in the Company’s most
recent Proxy Statement filed in connection with the Company’s Annual
Meeting of Stockholders held on May 6, 2009. That information
is incorporated by reference into this Form
8-K.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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10.1
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Unit Corporation
2000 Non-employee Directors' Stock Option Plan as Amended and Restated May
29, 2009.
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10.2
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Consulting Agreement
dated June 1, 2009, between John G. Nikkel and the
Company.
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Unit
Corporation
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Date:
June 4, 2009
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By: /s/ Mark E.
Schell
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Mark
E. Schell
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Senior
Vice President
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| and General Counsel |
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Description
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10.1
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Unit Corporation
2000 Non-employee Directors' Stock Option Plan as Amended and Restated May
29, 2009
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| 10.2 |
Consulting Agreement
dated June 1, 2009, between John G. Nikkel and the
Company
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