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): August 25, 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 August 25, 2004, the Board of Directors of Unit Corporation (the
"Company") amended and restated the Company's 2000 Non-Employee Directors' Stock
Option Plan (the "Plan"). Under the Plan, each non-employee director of the
Company automatically receives an option to purchase 3,500 shares of common
stock of the Company on the first business day following the day of each annual
meeting of stockholders of the Company. The option exercise price is the fair
market value of the Company's common stock on such date. The Plan was amended
for the sole purpose of changing the time periods in which a non-employee
director may exercise a stock option granted under the Plan after termination of
service as a director.
The following chart shows how such time periods were amended:
Reason for Effect on Stock
Termination Effect on Stock Options Options After Amendment
of Service Before Amendment to the Plan to the Plan
----------- ---------------------------- -----------------------
Resignation Vested options are exercisable Vested options are exer-
until the later of 90 days from cisable until the earlier
the date of termination and the of 24 months from the date
option expiration date. of termination and the
Unvested options are immediately option expiration date.
cancelled. Unvested options are
immediately cancelled.
Disability Same as Resignation. Same as Resignation.
Retirement Same as Resignation. Same as Resignation.
Death All options become fully vested All options become fully
and are exercisable until the vested. Otherwise, same as
later of two years from the date Resignation.
of termination and the option
expiration date.
Removal for Same as Resignation. Vested options are exer-
Cause cisable until the earlier
of 30 days from the date
of termination and the
option expiration date.
Unvested options are
immediately cancelled.
Other Vested options are exercisable Vested options are exer-
Termination until the later of one year cisable until the earlier
from the date of of one year from the
termination and the option date of termination and
expiration date. Unvested the option expiration
options are immediately date. Unvested options
cancelled. are immediately cancelled.
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.
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Not Applicable.
2
(c) Exhibits.
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10.1 Unit Corporation 2000 Non-Employee Directors' Stock Option Plan as
Amended and Restated effective August 25, 2004
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: August 27, 2004 By: /s/ Mark E. Schell
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Name: Mark E. Schell
Title: Senior Vice President
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EXHIBIT INDEX
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Exhibit No. Description
10.1 Unit Corporation 2000 Non-Employee Directors' Stock Option
Plan as Amended and Restated effective August 25, 2004
4