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EXHIBIT 99
UNIT CORPORATION 2000
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The purposes of the Unit Corporation 2000 Non-Employee Directors' Stock Option
Plan (the "Plan") are to promote the long-term success of Unit Corporation (the
"Company") by creating a long-term mutuality of interests between the non-
employee Directors and stockholders of the Company, to provide an additional
inducement for such Directors to remain with the Company and to provide a means
through which the Company may attract able persons to serve as Directors of the
Company.
SECTION I
Administration
The Compensation Committee (the "Committee") of the Board of Directors of the
Company (the "Board") shall administer the Plan. All of the members of the
Committee shall be non-employee directors. The Committee shall keep records of
action taken at its meetings. A majority of the Committee shall constitute a
quorum at any meeting, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by a majority
of the Committee, shall be the acts of the Committee.
The Committee shall interpret the Plan and prescribe such rules, regulations and
procedures in connection with the operations of the Plan, as it shall deem to be
necessary and advisable for the administration of the Plan consistent with the
purposes of the Plan. All questions of interpretation and application of the
Plan, or as to stock options granted under the Plan, shall be subject to the
determination of the Committee, which shall be final and binding.
Notwithstanding the above, the selection of the Directors to whom stock options
are to be granted, the timing of such grants, the number of shares subject to
any stock option, the exercise price of any stock option, the periods during
which any stock option may be exercised and the term of any stock option shall
be as hereinafter provided, and the Committee shall have no discretion as to
such matters.
SECTION 2
Shares Available under the Plan
The aggregate number of shares which may be issued or delivered and as to which
grants of stock options may be made under the Plan is 210,000 shares of Common
Stock, $.20 par value, of the Company (the "Common Stock"), subject to
adjustment and substitution as set forth in Section 5. If any stock option
granted under the Plan is cancelled by mutual consent or terminates or expires
for any reason without having been exercised in full, the number of shares
subject thereto shall again be available for purposes of the Plan. The shares
which may be issued or delivered under the Plan may be either authorized but
unissued shares or reacquired shares or partly each, as shall be determined
from time to time by the Board.
SECTION 3
Grant of Stock Options
On the first business day following the day of each annual meeting of the
stockholders of the Company, each person who is then a member of the Board and
who is not then an employee of the Company or any of its subsidiaries (a "non-
employee Director") shall automatically and without further action by the Board
or the Committee be granted a stock option to purchase 3,500 shares of Common
Stock, subject to adjustment and substitution as set forth in Section 5. If
the number of shares then remaining available for the grant of stock options
under the Plan is not sufficient for each non-employee Director to be granted an
option for 3,500 shares of (or the number of adjusted or substituted shares
pursuant to Section 5), then each non-employee Director shall be granted an
option for a number of whole shares equal to the number of shares
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then remaining available divided by the number of non-employee Directors,
disregarding any fractions of a share.
SECTION 4
Terms and Conditions of Stock Options
Stock options granted under the Plan shall be subject to the following terms and
conditions:
(A) The purchase price at which each stock option may be exercised (the
"option price") shall be one hundred percent (100%) of the fair market value per
share of the Common Stock covered by the stock option on the date of
grant, determined as provided in Section 4(G). Notwithstanding any other
provision of this Plan, the purchase price of an outstanding option shall not be
subject to modification or amendment subsequent to the date of grant
of such option.
(B) The option price for each stock option shall be paid in full upon
exercise and shall be payable in cash in United States dollars (including check,
bank draft or money order). Provided, however, that in lieu of such cash the
person exercising the Stock Option may pay the option price in whole or in part
by delivering to the Company shares of the Common Stock having a fair market
value on the date of exercise of the Stock Option, determined as provided in
Section 4(G) equal to the option price for the shares being purchased; except
that (i) any portion of the option price representing a fraction of a share
shall in any event be paid in cash and (ii) no shares of the Common Stock which
have been held for less than six months may be delivered in payment of the
option price of a stock option. The date of exercise of a stock option shall be
determined under procedures established by the Committee, and, as of the date
of exercise the person exercising the stock option shall be considered for all
purposes to be the owner of the shares with respect to which the stock option
has been exercised. Payment of the option price with shares shall not increase
the number of shares of the Common Stock, which may be issued or delivered under
the Plan as provided in Section 2.
(C) No stock option shall be exercisable during the first six months of
its term except in case of death as provided in Section 4(E). Subject to the
terms of Section 4(E) providing for earlier termination of a stock option, no
stock option shall be exercisable after the expiration of ten years from the
date of grant. A stock option to the extent exercisable at any time may be
exercised in whole or in part.
(D) No stock option shall be transferable by the grantee otherwise than
by Will, or if the grantee dies intestate, by the laws of descent and
distribution of the state of domicile of the grantee at the time of death. All
stock options shall be exercisable during the lifetime of the grantee only by
the grantee or the grantee's guardian or legal representative.
(E) If a grantee ceases to be a Director of the Company, any outstanding
stock options held by the grantee shall be exercisable and shall terminate,
according to the following provisions:
(i) If a grantee ceases to be a Director of the Company for any reason
other than resignation, removal for cause or death, any then outstanding stock
option held by such grantee shall be exercisable by the grantee (but only to the
extent exercisable by the grantee immediately prior to ceasing to be a Director)
at any time prior to the regular expiration date of such stock option or within
one year after the date the grantee ceases to be a Director, whichever is the
longer period;
(ii) If during his or her term of office as a Director a grantee resigns
from the Board or is removed from office for cause, any outstanding stock option
held by the grantee which is not exercisable by the grantee immediately prior to
resignation or removal shall terminate as of the date of resignation or removal,
and any outstanding stock option held by the grantee which is exercisable by the
grantee immediately prior to resignation or removal shall be exercisable by the
grantee at any time prior to the regular expiration date of such stock option or
within 90 days after the date of resignation or removal, whichever is the longer
period;
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(iii) Following the death of a grantee during service as a Director of the
Company, any outstanding stock option held by the grantee at the time of death
(whether or not exercisable by the grantee immediately prior to death) shall be
exercisable by the person entitled to do so under the Will of the grantee, or,
if the grantee shall fail to make testamentary disposition of the stock option
or shall die intestate, by the legal representative of the grantee at any time
prior to the regular expiration date of such stock option or within two years
after the date of death, whichever is the longer period;
(iv) Following the death of a grantee after ceasing to be a Director and
during a period when a stock option is exercisable, any outstanding stock option
held by the grantee at the time of death shall be exercisable by such person
entitled to do so under the Will of the grantee or by such legal representative
at any time prior to the expiration date of such stock option or within one year
after the date of death, whichever is the shorter period.
(F) All stock options shall be confirmed by an agreement, or an
amendment thereto, which shall be executed on behalf of the Company by the Chief
Executive Officer (if other than the President), the President or any Vice
President and by the grantee.
(G) Fair market value of the Common Stock shall be the mean between the
following prices, as applicable, for the date as of which fair market value is
to be determined as quoted in The Wall Street Journal (or in such other reliable
publication as the Committee, in its discretion, may determine to rely upon):
(a) if the Common Stock is listed on the New York Stock Exchange, the closing
price per share of the Common Stock as quoted in the NYSE-Composite Transactions
listing for such date, (b) if the Common Stock is not listed on such exchange,
the highest and lowest sales prices per share of Common Stock for such date on
(or on any composite index including) the principal United States securities
exchange registered under the Securities Exchange Act of 1934 (the "1934 Act")
on which the Common Stock is listed, or (c) if the Common Stock is not listed on
any such exchange, the highest and lowest sales prices per share of the Common
Stock for such date on the National Association of Securities Dealer Automated
Quotations System or any successor system then in use ("NASDAQ"). If there are
no such sale price quotations for the date as of which fair market value is to
be determined but there are such sale price quotations within a reasonable
period both before and after such date, then fair market value shall be
determined by taking a weighted average of the means between the highest and
lowest sales prices per share of the Common Stock as so quoted on the nearest
date before and the nearest date after the date as of which fair market value is
to be determined. The average should be weighted inversely by the respective
number of trading days between the selling dates and the date as of which fair
market value is to be determined. If there are no such sale price quotations on
or within a reasonable period both before and after the date as of which fair
market value is to be determined, then fair market value of the Common Stock
shall be the mean between the bona fide bid and asked prices per share of Common
Stock as so quoted for such date on NASDAQ, or if none, the weighted average of
the means between such bona fide bid and asked prices on the nearest trading
date before and the nearest trading date after the date as of which fair market
value is to be determined, if both such dates are within a reasonable period.
The average is to be determined in the manner described above in this Section
4(G).
(H) The obligation of the Company to issue or deliver shares of the Common
Stock under the Plan shall be subject to (i) the effectiveness of a registration
statement under the Securities Act of 1933, as amended, with respect to such
shares, if deemed necessary or appropriate by counsel for the Company, (ii) the
condition that the shares shall have been listed (or authorized for listing upon
official notice of issuance upon each stock exchange, if any, on which the
Common Stock shares may then be listed and (iii) all other applicable laws,
regulations, rules and orders which may then be in effect.
Subject to the foregoing provisions of this Section 4 and the other
provisions of the Plan, any stock option granted under the Plan may be subject
to such restrictions and other terms and conditions if any, as shall be
determined, in its discretion, by the Committee and set forth in the agreement
referred to in Section 4(F), or an amendment thereto.
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SECTION 5
Adjustment and Substitution of Shares
If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of the Common Stock, the number of shares of the Common Stock
set forth in Section 3, the number of shares of the Common Stock then subject to
any outstanding stock options and the number of shares of the Common Stock which
may be issued or delivered under the Plan but are not then subject to
outstanding stock options shall be adjusted by adding thereto the number of
shares of the Common Stock which would have been distributable thereon if such
shares had been outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend or distribution.
If the outstanding shares of the Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock, other securities
or other property of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of the Common Stock set forth in Section 3, for each share of the Common
Stock subject to any then outstanding stock option, and for each share of the
Common Stock which may be issued or delivered under the Plan but which is not
then subject to any outstanding stock option, the number and kind of shares
of stock or other securities into which each outstanding share of the Common
Stock shall be so changed or for which each such share shall be exchangeable.
In case of any adjustment or substitution as provided for in this Section 5, the
aggregate option price for all shares subject to each then outstanding stock
option prior to such adjustment or substitution shall be the aggregate option
price for all shares of stock or other securities (including any fraction) to
which such shares shall have been adjusted or which shall have been substituted
for such shares. Any new option price per share shall be carried to at least
three decimal places with the last decimal place rounded upwards to the nearest
whole number.
No adjustment or substitution provided for in this Section 5 shall require the
Company to issue or deliver or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities, which result from any
such adjustment or substitution, shall be eliminated and not carried forward to
any subsequent adjustment or
substitution.
SECTION 6
Effect of the Plan on the Rights of Company and Stockholders
Nothing in the Plan, in any stock option granted under the Plan, or in any stock
option agreement shall confer any right to any person to continue as a Director
of the Company or interfere in any way with the rights of the stockholders
of the Company or the Board of Directors to elect and remove Directors.
SECTION 7
Amendment and Termination
The right to amend the Plan at any time and from time to time and the right to
terminate the Plan at any time are hereby specifically reserved to the Board;
provided always that no such termination shall terminate any outstanding
stock options granted under the Plan; and provided further that no amendment of
the Plan shall (a) be made without stockholder approval if stockholder approval
of the amendment is at the time required for stock options under the Plan to
qualify for the exemption from Section 16(b) of the 1934 Act provided by Rule
16b-3 or by the rules of any stock exchange or the NASDAQ National Market System
on which the Common Stock may then be listed, (b) amend more than once every six
months the provisions of the Plan relating to the selection of the Directors to
whom stock options are to be granted, the timing of such grants, the number of
shares subject to any stock option, , the periods during which any stock option
may be exercised and the term of any stock option other than to comport with
changes in the Internal Revenue Code of 1986 or the rules and regulations
thereunder, (c) otherwise amend the Plan in any manner that would cause stock
options under the Plan not to qualify for the exemption provided by Rule 16b-3
or (d) modify or amend the purchase price of any outstanding option No amendment
or termination of the
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Plan shall, without the written consent of the holder of a stock option
theretofore awarded under the Plan, adversely affect the rights of such holder
with respect thereto.
Notwithstanding anything contained in the preceding paragraph or any other
provision of the Plan or any stock option agreement, the Board shall have the
power to amend the Plan in any manner deemed necessary or advisable for
stock options granted under the Plan to qualify for the exemption provided by
Rule 16b-3 (or any successor rule relating to exemption from Section 16(b) of
the 1934 Act), and any such amendment shall, to the extent deemed necessary
or advisable by the Board, be applicable to any outstanding stock options
theretofore granted under the Plan notwithstanding any contrary provisions
contained in any stock option agreement. In the event of any such amendment
to the Plan, the holder of any stock option outstanding under the Plan shall,
upon request of the Committee and as a condition to the exercisability of such
option, execute a conforming amendment in the form prescribed by the Committee
to the stock option agreement referred to in Section 4(F) within such reasonable
time as the Committee shall specify in such request.
SECTION 8
Effective Date and Duration of Plan
The effective date of the Plan shall be the date of its approval by the
stockholders of the Company and it shall end on May 30, 2010. Notwithstanding
any other provisions contained in the Plan, no stock option shall be granted
under the Plan until after such stockholder approval. No stock option may be
granted under the Plan subsequent to May 30, 2010.
IN WITNESS WHEREOF the Board of Directors as of the 15th day of February, 2000
has adopted this Plan .
UNIT CORPORATION
By: /s/ King P. Kirchner
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King P. Kirchner
Chairman of the Board
of Directors
[Corporate Seal]
ATTEST:
/s/ Mark E. Schell
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Mark E. Schell, Secretary
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