exhibit_10-58.htm


    Exhibit
10.58

     

    


       

      PERFORMANCE
UNIT AWARD AGREEMENT

       

      This
instrument is issued as of the 18th day
of February, 2010, by ONEOK, Inc., an Oklahoma corporation, (hereinafter
referred to as “Corporation”), to «Officer_Name»
(hereinafter referred to as “Grantee”), an employee of the Corporation or a
division or subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Equity
Compensation Plan, effective February 17, 2005, as amended (hereinafter referred
to as the “Plan”).

       

      1. Performance Unit
Award.  This instrument and that certain Notice of Performance
Unit Award and Agreement, dated February 18, 2010, a copy of which is attached
hereto and incorporated herein by reference (the “Notice of Performance Unit
Award and Agreement”), constitute evidence of the issuance and grant of a
Performance Unit Award (hereinafter referred to as “Award”) of «No_of_Perf_Units»
Performance Units to the Grantee by the Corporation that shall entitle the
Grantee to receive shares of the Corporation’s Common Stock (hereinafter also
referred to as “Common Stock”) or cash, all pursuant and subject to the terms,
provisions, and conditions of this instrument (including, without limitation,
the conditions, restrictions and limitations stated in paragraph 5, below) and
the terms and provisions of the Plan, which are incorporated herein by
reference.  This instrument, when executed by the Grantee, together
with the Notice of Performance Unit Award and Agreement constitute an agreement
between the Corporation and the Grantee.  Notwithstanding the
foregoing, should there be any inconsistency between the provisions of this
instrument and the terms and provisions of the Award stated in the resolutions
and records of the Board of Directors of the Corporation providing for the Award
or provisions of the Plan, the provisions of such resolutions and records and of
the Plan shall control.  The grant of such Performance Units to the
Grantee shall be effective in the manner and to the extent provided in this
instrument and the Plan as to all or any part of the shares of Common Stock
subject to the grant from time to time during the period stated
herein.

       

      2. Plan.  The
Award is made to the Grantee pursuant to the terms and provisions of the Plan,
as approved by the Shareholders of the Corporation, which Plan provides that a
specific aggregate number of shares of Common Stock of the Corporation may be
issued or transferred pursuant to Stock Incentives under the
Plan.  The Plan specifies the authority of the Corporation, its Board
of Directors, and a committee of the Board of Directors to select employees to
be granted Stock Incentives under the Plan.   The Executive
Compensation Committee of the Board of Directors (hereinafter referred to as the
“Committee”) is authorized to administer the Plan with respect to this
instrument and the grant of the Award made to the Grantee pursuant to the
Plan.  Except where expressly stated or clearly indicated otherwise by
the terms of this instrument, all terms, words and phrases used herein shall
have the same meaning and effect as stated in the Plan.  The Grantee
has been provided a complete copy of the Plan with this instrument.

       

      3. Grantee’s Agreement
Concerning Award and Employment.  In consideration of the
Corporation’s granting of the Award of Performance Units and entitlement to
shares of Common Stock, as incentive compensation to Grantee pursuant to this
instrument, the Grantee, by acceptance thereof, and signing this instrument
evidencing its terms, agrees to such terms and to continue to contribute and
perform service in the employ of the Corporation or a division or subsidiary
thereof at the direction, will and pleasure of the Corporation and the Board
of

       

      
        
           


        

        
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        Directors.  Provided,
however, neither the foregoing agreement of the Grantee in this paragraph 3, nor
any other provision in this instrument shall confer on the Grantee any right to
continue in the employ of the Corporation (or a division or Subsidiary thereof),
or interfere in any way with the right of the Corporation (or such division or
Subsidiary) to terminate the Grantee’s employment at any time.

         

      

      4. Registration of Stock;
Grantee’s Representation With Respect To Acquiring for
Investment.  It is intended by the Corporation that the Plan
and the shares of Common Stock covered by the Award issued and granted to the
Grantee referred to in paragraph 1, above, are to be registered under the
Securities Act of 1933, as amended, prior to the date of the grant; provided,
that in the event such registration is for any reason not made effective for
such shares, the Grantee agrees, for the Grantee, and for the Grantee’s
permissible assignees, heirs and legal representatives by inheritance or
bequest, that all shares acquired pursuant to the grant will be acquired for
investment and not with a view to, or for sale or tender in connection with the
distribution of any part thereof, including any transfer or distribution of such
shares by the Grantee pursuant to the grant and this instrument or as otherwise
allowed by the Plan.

       

      5. Terms and Conditions of
Award; Transfer of Stock to Grantee.  The issue and grant of
the Award of Performance Units to the Grantee stated in paragraph 1, above,
shall be subject to the following terms and conditions:

       

      (a) The right
to ownership and transfer of the Performance Units granted to the Grantee shall
be subject to the Award during the period beginning February 18, 2010, the date
of the grant thereof (hereinafter referred to as “Grant Date”) and ending
on  February 18, 2013, (which period is hereinafter referred to as
“Performance Period”), as herein provided.

       

      (b) The
Grantee shall earn and become entitled to receive a percentage of the number of
Performance Units granted under paragraph 1, above, at the expiration of the
Performance Period as provided for in Exhibit A and Exhibit B, attached hereto,
based upon the Corporation’s ranking for Total Stockholder Return in the ONEOK
Peer Group listed in Exhibit C attached hereto, all as determined by the
Committee, in its sole discretion (the “Performance Goal”).

       

      (c) Upon
expiration of the Performance Period, the Grantee shall be entitled to receive
one (1) share of Common Stock for each Performance Unit that becomes earned by
and vested in the Grantee pursuant to the Award; provided, no fractional shares
shall be issued and any amount attributable to a fractional share shall be paid
to the Grantee in cash.

       

      (d) All
Common Stock the Grantee becomes entitled to receive pursuant to the Award and
any other compensation payable to the Grantee under the Award shall be paid,
distributed, transferred  and issued by the Corporation to the Grantee
at the expiration of the Performance Period, or as soon as practicable after the
determination that the Grantee has earned and become entitled to Performance
Units and to receive such Common Stock and cash, as determined by the
Committee,  and in no event later than the 15th day of the third month
after the date of expiration of the Performance Period, and the Grantee shall
not be permitted, directly or indirectly, to designate the time of payment,
distribution or transfer or the taxable year in which it is to be made.
Provided, that if the Grantee elects pursuant to paragraph 6, below,
to

       

      
        
           


        

        
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        defer the
receipt of all Performance Units, Common Stock and cash for each Performance
Unit that becomes earned by and vested in the Grantee pursuant to the Award, the
payment, distribution and transfer of such Performance Units, Common Stock and
cash shall be deferred and thereafter paid, distributed and transferred by the
Corporation to the Grantee at the specified time and in accordance with the
method of payment, distribution and transfer that is elected in by the Grantee
in accordance with the election provisions set forth therein.

         

      

      (e) The
Grantee shall not be entitled to vote any shares of Common Stock of the
Corporation, or otherwise have any right or interest as a Common Stock
shareholder by reason of the Performance Unit Award granted under the Award
during the Performance Period, and prior to the actual transfer of Common Stock
to the Grantee pursuant to the Award.

       

      (f) No
dividends or any similar amounts shall be payable or paid with respect to
Performance Units, Common Stock earned under the Award, or the Award during or
for the Performance Period.

       

      (g) The
Grantee shall have no right to receive cash or acquire shares of Common Stock of
the Corporation under the Award other than the cash and Common Stock
attributable to the Performance Units earned by the Grantee to the extent
provided for herein.

       

      (h) The
Common Stock or cash to which the Grantee becomes entitled shall be paid and
transferred to the Grantee only upon the determination of the Performance Units
earned by the Grantee at the expiration of the Performance
Period.  The payment and transfer of such Common Stock or cash to the
Grantee shall be made as soon as reasonably practicable after the expiration of
the Performance Period, as determined and directed by the Committee, in its sole
discretion.

       

      (i) The
Performance Units or any Common Stock or cash to be paid or transferred to
Grantee pursuant to the Award may not be sold, assigned, transferred, pledged,
encumbered or otherwise disposed of by Grantee or any other person except as
provided in the Award and the Plan until the expiration of the Performance
Period and payment and transfer of Common Stock or cash pursuant to the
Agreement and Plan.

       

      (j) The
Grantee shall become entitled to receive Performance Units earned, and shall
become owner of the shares of Common Stock or cash paid and transferred to the
Grantee pursuant to the Award free and clear of all terms, conditions and
restrictions imposed by the Award if the Grantee’s employment by the Corporation
does not terminate during the Performance Period; provided, that the Grantee
shall become entitled to a prorated amount of Performance Units and the terms
and conditions imposed by the Award shall partially cease to apply in certain
events to the extent described in paragraph 7(d), below.

       

      (k) If the
Grantee’s employment with the Corporation (or a division or Subsidiary thereof)
terminates prior to the end of the Performance Period other than by reason of
retirement, Total Disability or death, the Grantee shall forfeit all of the
Grantee’s right, title or interest in the Performance Units; and the Grantee
shall forfeit such right, title and interest in the Performance Units regardless
of the reason for such termination of employment.  Any such
termination of employment of the Grantee described in the preceding sentence
shall not be


      
        
           


        

        
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        deemed to
occur by reason of transfer of employment of the Grantee by or between the
Corporation and any division or Subsidiary of the Corporation.  Upon a
forfeiture the Performance Units forfeited shall be cancelled for all
purposes.

         

      

      6. Deferral of Payment,
Distribution and Transfer of Stock.

       

      (a)           The
Grantee may irrevocably elect to defer the time of  payment,
distribution and transfer of Performance Units , Common Stock and cash that the
Grantee becomes entitled to receive under this Agreement and Award from the end
of the Performance Period generally provided for in paragraph 5, above, to a
specified time by filing with the Committee, on or before the deferral election
date (hereinafter referred to as "Election Date") described in paragraph 6(b),
below, a signed written irrevocable election (hereinafter referred to as
"Election") which shall be in the form substantially the same as attached hereto
as Exhibit D, or as otherwise prescribed by the Committee.

      


      (b)           An
Election of the Grantee to defer the payment, distribution and transfer of
Performance Units, Common Stock and cash that the Grantee becomes entitled to
receive under this Agreement and Award shall be filed by the Grantee with the
Committee on or before the Election Date, which shall be August 18, 2012, the
date that is six (6) months before the end of the Performance Period, provided
that the Grantee performs services for the Corporation continuously from the
later of the beginning of the Performance Period or the date the performance
criteria are established through the date the Election is made under this
paragraph 6(b), and provided, further, that in no event may the Grantee make an
Election to defer the payment, distribution and transfer of Performance Units,
Common Stock or cash after such compensation has become readily ascertainable;
and in this regard for purposes of this paragraph 6(b), if the amount of
Performance Units, Common Stock and cash, or other compensation, as
performance-based compensation, is a specified or calculable amount, then it
shall be considered compensation that is readily ascertainable if and when the
amount is first substantially certain to be paid, distributed and transferred to
the Grantee. If the amount of Performance Units, Common Stock and cash, or other
compensation, is performance-based compensation that is not a specified or
calculable amount because, for example, the amount may vary based upon the level
of performance, such compensation, or any portion of the compensation, shall be
considered readily ascertainable when the amount is first both calculable and
substantially certain to be paid. For this purpose, such performance-based
compensation is to be bifurcated between the portion that is readily
ascertainable and the amount that is not readily ascertainable, and, in general,
any minimum amount that is both calculable and substantially certain to be paid
shall be treated as readily ascertainable.

       

      (c)           A
Grantee that makes an Election to defer payment, distribution and transfer of
Performance Units, Common Stock and cash that the Grantee becomes entitled to
receive under this Agreement and Award may irrevocably elect to have payment,
distribution and transfer made to the Grantee at a Specified Time, that shall be
either (i) the later of (A) the date of the Grantee's separation from service
with the Corporation, or (B) a specified calendar date, or (ii) the date of the
Grantee's separation from service with the Corporation; and may elect to have
payment made in a specified form of payment that shall be either (i) a single
lump sum payment, distribution and transfer, or (ii) a payment, distribution and
transfer in two, three, four

       

      
        
           


        

        
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        or five
equal annual installments commencing at the Specified Time elected by the
Grantee hereunder and thereafter on each anniversary thereof until fully paid,
transferred and distributed.

         

      

      (d)           The
Award shall be subject to such other rules and requirements as the Committee, in
its sole discretion, may determine to be appropriate with respect to
administration thereof and the restrictions made applicable to the Grantee and
the Performance Units during the Performance Period.  This instrument
and the rights and obligations of the parties involved, shall be subject to
interpretation and construction by the Committee to the same extent and with the
same effect as the Committee actions under pertinent provisions of the
Plan.  The Grantee shall take all actions and execute and deliver all
documents as may from time to time be requested by the Committee in connection
with such restrictions and in furtherance hereof.  The Grantee agrees
to pay to the Corporation any applicable federal, state, or local income,
employment, social security, Medicare, or other withholding tax obligation
arising in connection with the grant of the Award to the Grantee; and the
Corporation shall have the right, without the Grantee’s prior approval or
direction, to satisfy such withholding tax by withholding all or any part of the
Common Stock that would otherwise be transferred and delivered to the Grantee,
with any shares of Common Stock so withheld to be valued at the Fair Market
Value (as defined in the Plan) on the date of such withholding. The Grantee,
with the consent of the Corporation, may satisfy such withholding tax by
delivery and transfer to the Corporation of shares of Common Stock previously
owned by the Grantee, with any shares so delivered and transferred to be valued
at the Fair Market Value on the date of such delivery.

       

      (e)           The
provisions of this instrument providing for the deferral of payment,
distribution, transfer or issuance of Performance Units, Common Stock or cash
shall be applicable solely and exclusively to the Grantee and the Award
Agreement and Award referred to herein, and shall not apply to any other stock
incentive or other grant, award or transfer provided for or made under the
Plan.

       

      (f)           Notwithstanding
anything otherwise provided under the Plan or in the Award Agreement and Award,
the following requirements shall apply to this Award Agreement and the Award, to
all elections or subsequent elections made by the Grantee, and to all
distributions and payments made to the Grantee pursuant to this Award Agreement
and Award:

       

      (1)           Any
compensation for services performed by the Grantee during a taxable year may be
deferred at the Grantee's election or the Corporation's election or
determination only if the election to defer such compensation is made not later
than the close of the preceding taxable year or such other time as provided in
Treasury Regulations under section 409A of the Internal Revenue Code of 1986, as
amended ("Code"), but in all events any deferral of the payment, distribution,
transfer or issuance of Performance Units, Common Stock or cash pursuant to the
Award and Award Agreement may be made only by an election that is made on or
before the Election Date.

       

      (2)           Any
compensation deferred under the Plan shall not be distributed earlier
than

       

      (i)           Separation
from Service of the Grantee,


      
        
           


        

        
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      (ii)           the
date the Grantee becomes Disabled,

       

      (iii)           death
of the Grantee,

       

      
        (iv)           a
Specified Time (or pursuant to a Fixed Schedule) specified under the plan under
which the compensation is deferred at the date of deferral of such
compensation,

      

                     

      (v)           a
Change in Ownership or Control, or

       

      (vi)           the
occurrence of an Unforeseeable Emergency.

       

      (3)           If
the Grantee is a Specified Employee, no payment or distribution shall be made
before the date which is six (6) months after the date of the Grantee's
Separation from Service, or, if earlier, the date of death of the
Grantee.

       

      (4)           No
acceleration of the time or schedule of any distribution or payment under the
plan under which compensation is deferred shall be permitted or allowed, except
to the extent provided in Treasury Regulations issued under Code section
409A.

       

      (5)           This
instrument shall not permit a subsequent election unless authorized and agreed
upon in writing by the Corporation and Grantee, and if the Plan or this
instrument permits under any subsequent election by the Grantee a delay in a
payment or a change in the form of payment of compensation deferred under this
Award Agreement and Award, such subsequent election shall not take effect until
at least twelve (12) months after the date on which it is made.  In
the case of a subsequent election related to a payment to be made upon
Separation from Service of the Grantee, at a Specified Time or pursuant to a
Fixed Schedule, or upon a Change in Ownership or Control, the first payment with
respect to which such subsequent election is made shall be deferred for a period
of not less than five (5) years from the date such payment would otherwise have
been made; and any such subsequent election related to a payment at a Specified
Time or pursuant to a Fixed Schedule may not be made less than twelve (12)
months prior to the date of the first scheduled payment to which it
relates.

       

      (6)           For
purposes of the Plan and this instrument and the Award, the following terms and
definitions shall apply with respect to deferral of compensation and the time of
payment of any deferred compensation:

       

      (i)           "Change
of Ownership or Control" means to the extent provided by Treasury Regulations
issued under Code Section 409A, a change in the ownership or effective control
of the Corporation, or in the ownership of a substantial portion of the assets
of the Corporation, which shall be if (i) a Person acquires more than 50% of
the  Corporation’s stock; (ii) a Person acquires during a 12-month
period at least 30% (or a higher percentage specified under the Plan) of the
Corporation’s stock; (iii) a majority of the members of the Board of Directors
of the Corporation are replaced during a 12-month period; or (iv)
a  Person acquires during a 12-month period at least 40% of the gross
fair market value of the Corporation’s assets.

       

      (ii)             "Disabled"
means that an individual (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or
mental


      
        
           


        

        
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        impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii)  is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the individual's employer.

         

      

      (iii)           "Fixed
Schedule" means the distribution or payment of compensation deferred under this
instrument and Award in a fixed schedule of distributions or payments that are
determined and fixed at the time the deferral of such compensation is first
elected by the Grantee or the Corporation.

       

      (iv)           "Specified
Employee" means a key employee (as defined in Code section 416(i) without regard
to paragraph (5) thereof) of the Corporation.

       

      (v)           "Specified
Time" means a specified date at which deferred compensation deferred by or for
the Grantee pursuant to this instrument and Award is required to be distributed
or paid and which is specified at the time of the election of deferral of such
deferred compensation

       

      (vi)           “Unforeseeable
Emergency” means a severe financial hardship to the participant resulting from
an illness or accident of the participant, the participant's spouse, or a
dependent (as defined in Code section 152(a)) of the participant, loss of the
participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the participant. As determined under Treasury Regulations under Code section
409A, the amounts distributed with respect to an emergency shall not exceed the
amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
participant's assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship)."

       

      7. Transferability of
Performance Units; Termination of Employment.

       

      (a)           Except
as provided in subparagraph (b) of this paragraph 7, below, the Award, the
Grantee’s rights and obligations hereunder and the Performance Units granted
hereunder shall not be transferable by the Grantee otherwise than by will or the
laws of descent and distribution which apply to the Grantee’s
estate.

      


      (b)           Notwithstanding
the foregoing, the Grantee may transfer any part or all of the Grantee’s rights
in and to the Performance Units to members of the Grantee’s immediate family, or
to one or more trusts for the benefit of such immediate family members, or
partnerships in which such immediate family members are the only partners if the
Grantee does not receive any consideration for the transfer.  In the
event of any such transfer, Performance Units shall continue to be subject to
the same terms and conditions otherwise applicable hereunder and under the Plan
immediately prior to its transfer, except that this stock shall not be further
transferable by the transferee inter vivos, except for
transfer back to the original Grantee.


      
        
           


        

        
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        For any
such transfer to be effective, the Grantee must provide prior written notice
thereof to the Committee, unless otherwise authorized and approved by the
Committee, in its sole discretion; and the Grantee shall furnish to the
Committee such information as it may request with respect to the transferee and
the terms and conditions of any such transfer.  For purposes of
transfer of this grant under this subparagraph (b), “immediate family” shall
mean the Grantee’s spouse, children and grandchildren.



      (c)           Notwithstanding
anything to the contrary expressed or implied herein (including without
limitation, the restrictions stated in paragraph 5, above, applicable to the
Performance Units), all rights and interest of the Grantee in the Performance
Units shall become invalid and wholly terminated and forfeited upon the
termination of the Grantee’s employment with the Corporation (or a division or
Subsidiary), during the Performance Period other than a termination by reason of
retirement, Total Disability or death of the Grantee.

       

      (d)           Notwithstanding
the foregoing provisions, in the event of termination of the Grantee’s
employment with the Corporation (or a division or Subsidiary) during the
Performance Period by reason of (i) the Retirement of the Grantee, (ii) the
Total Disability of the Grantee, or (iii) the Grantee’s death while still
employed by the Corporation (or a division or Subsidiary), then an adjusted and
prorated entitlement to Performance Units shall be allowed as provided in this
paragraph 7(d). The Grantee shall become vested in and entitled to receive, in
the event of any such Retirement or Total Disability, and the legatees,
designated Beneficiary, or personal representatives or heirs of the Grantee
shall be vested in and entitled to receive, in the event of the Grantee’s
death, a prorated award
of Performance Units earned in the Performance Period following such Retirement,
Total Disability or death.  The award shall be a prorated amount of
Performance Units equal to the total of Performance Units earned under the Award
at the end of the Performance Period for the Grantee, multiplied by a fraction
of which the numerator shall be the number of full months which have elapsed
under the Performance Period at the time of such termination of employment by
reason of Retirement, Total Disability or death, and the denominator of which
shall be the total number of months in the Performance Period. The Grantee,
legatees, designated Beneficiary, or personal representatives or heirs of the
Grantee, as the case may be, shall become entitled to receive such prorated
award at the expiration of the Performance Period and following application of
the performance criteria as provided in the Award and determined by the
Committee.

      


      The
prorated award of Performance Units earned in the Performance Period to which
the Grantee or the legatees, a designated Beneficiary, or the personal
representative or heirs of the Grantee shall become vested in and entitled to
receive under the foregoing provisions in event of Retirement, Total Disability
or death of the Grantee, is to be qualified performance-based compensation paid
solely on account of attainment of the Performance Goal,  as provided
for in Treas. Reg. §1.162-27(e)(2)(i).  The Retirement, Total
Disability or death of the Grantee during the Performance Period in and of
itself alone shall in no case vest the Grantee in Performance Units or any part
of thereof. A prorated vesting and entitlement to Performance Units or a part
thereof hereunder by reason of such events shall in all cases remain subject to
and dependent solely upon the attainment of the Performance Goal as provided
herein.

      


      (e)           The
Grantee may designate a Beneficiary to receive any rights of the Grantee which
may become vested in the event of the death of the Grantee under procedures
and


      
        
           


        

        
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        in the
form established by the Committee; and in the absence of such designation of a
Beneficiary, any such rights shall be deemed to be transferred to the estate of
the Grantee.



      (f)           For
purposes of the Award and this instrument, "Retirement" shall mean a voluntary
termination of employment of the Grantee with the Corporation and/or a division
or subsidiary thereof by the Grantee if at the time of such termination of
employment the Grantee has both completed five (5) years of service with the
Corporation and/or a division or subsidiary thereof and attained age fifty (50);
and except as provide for in paragraph 6 with respect to deferred compensation
payments, “Total Disability” shall mean that the Grantee is permanently and
totally disabled and unable to engage in any substantial gainful activity by
reason of a medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months, and has established such
disability to the extent and in the manner and form as may be required under the
provisions of Section 22(e) of the Internal Revenue Code of 1986, as amended (or
corresponding section of any future federal tax code), and regulations
thereunder.

      


      8. Administration of
Performance Unit Award.  The grant of the Award shall be
subject to such other rules and requirements as the Committee, in its sole
discretion, may determine to be appropriate with respect to administration
thereof and the terms and conditions made applicable to the Grantee and the
Performance Units during the Performance Period.  The Award, this
instrument, and the rights and obligations of the parties thereto shall be
subject to interpretation and construction by the Committee to the same extent
and with the same effect as the Committee actions under pertinent provisions of
the Plan.  The Grantee shall take all actions and execute and deliver
all documents as may from time to time be requested by the Committee in
connection with such restrictions and in furtherance hereof.  The
Grantee agrees to pay to the Corporation any applicable federal, state, or local
income, employment, social security, medicare, or other withholding tax
obligation arising in connection with the grant of the Award to the Grantee; and
the Corporation shall have the right, without the Grantee’s prior approval or
direction, to satisfy such withholding tax by withholding all or any part of the
shares of Common Stock or cash that would otherwise be paid and transferred to
the Grantee, with any shares of Common Stock so withheld to be valued at the
Fair Market Value (as defined in the Plan) on the date of such withholding. The
Grantee, with the consent of the Corporation, may satisfy such withholding tax
by delivery and transfer to the Corporation of shares of Common Stock previously
owned by the Grantee, with any shares so delivered and transferred to be valued
at the Fair Market Value on the date of such delivery.

       

      9. Adjustment
Provisions.  It is understood that, prior to the expiration of
the Performance Period certain changes in capitalization of the Corporation may
occur.  It is, therefore, understood and agreed with respect to
changes in capitalization that:

       

      (a)      If
a stock dividend is declared on the Common Stock of the Corporation, there shall
be added to the number of Performance Units provided for under the Award and
stated in paragraph 1 of this instrument, the number of Performance Units equal
to the number of Performance Units which would have been granted to the Grantee
had the Grantee been the fully vested and unrestricted owner of the number of
Performance Units then provided for under the Award granted, but not theretofore
received without restriction; provided, however, that the additional Performance
Units shall be subject to all terms and provisions of this
instrument


      
        
           


        

        
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        (including,
without limitation, the terms and conditions stated in paragraph 5, above), and
in making such adjustments, no fractional units, shares, or scrip certificates
in lieu thereof, shall be granted or issuable by the Corporation, and the
Grantee shall be entitled to only the number of full Performance Units to which
the Grantee may be entitled by reason of such adjustment at the adjusted
grant.

         

      

      (b)      In
the event of an increase in the outstanding shares of Common Stock of the
Corporation, effectuated for the purpose of acquiring properties or securities
of another corporation or business enterprise, there shall be no increase in the
number of Performance Units which are the subject matter of the Award under this
instrument as a result of such acquisition.

      


      (c)      In
the event of an increase or decrease in the number of outstanding shares of
Common Stock of the Corporation through recapitalization, reclassification,
stock split-ups, consolidation of shares, changes in par value and the like, an
appropriate adjustment shall be made in the number of Performance Units provided
for under the Award and stated in Section 1 of this instrument, by increasing or
decreasing the number of Performance Units, as may be required to enable the
Grantee to acquire the same proportionate stockholdings as the grant of the
Award would originally have provided.  Provided, however, that any
additional Performance Units shall be subject to all terms and provisions of
this instrument (including, without limitation, the restrictions stated in
paragraph 5, above), and that in making such adjustments, no fractional
Performance Units shall be awarded, and the Grantee shall be entitled to receive
only the number of full Performance Units to which the Grantee may be entitled
by reason of such adjustment.

      


      (e)           Except
as otherwise provided for with respect to the payment of any deferred
compensation in paragraph 6, above,  to the extent Performance Units
are still not vested in Grantee at the time of a Change in Control with respect
to the Corporation, then pursuant to the provisions of the Plan, they shall
become fully vested and completely free and clear of any conditions or
restrictions stated herein at that time; provided, that if such Change in
Control occurs less than six (6) months after the date of the grant of the Award
hereunder to the Grantee, then Performance Units shall become fully vested and
completely free and clear of any conditions or restrictions stated herein at the
time of such Change in Control only if the Grantee agrees in writing, if
requested by the Corporation in writing, to remain in the employ of the
Corporation or a division or subsidiary of the Corporation at least through the
date which is six (6) months after the date the grant was made with
substantially the same title, duties, authority, reporting relationships, and
compensation as on the day immediately preceding the Change in
Control.  The provisions of this subparagraph (d) shall be applied in
addition to, and shall not reduce, modify, or change any other obligation or
right of the Grantee otherwise provided for in paragraph 3, above, concerning
the Grantee’s continued employment with the Corporation or the termination
thereof.  If the Performance Units become subject to this subparagraph
(d), they shall become fully vested in the Grantee and
nonforfeitable.  The Performance Units are subject to the provisions
of the Plan authorizing the Corporation, or a committee of its Board of
Directors, to provide in advance or at the time of a Change in Control for cash
to be paid in actual settlement of the shares of Common Stock for earned
Performance Units, all subject to such terms and conditions as the Corporation
or the Committee, in its sole discretion, may determine and
impose.  For purposes of this subparagraph (d), the term “Change in
Control” shall have the


      
        
           


        

        
          -10-

          
            

          

        

        
           


        

      


      
        same
meaning as provided in the definition of that term stated in the Plan, including
any amendments thereof which may be made from time to time in the future
pursuant to the provisions of the Plan, with any amended definition of such term
to apply to all events thereafter coming within the amended
meaning.



      10. Required Grantee
Repayment/Reduction Provision.  Notwithstanding anything in
the  Plan, the Award or this instrument to the contrary, all or a
portion of the Award made to the Grantee  under this
instrument  is subject to being called for repayment to the
Corporation or reduced in any situation where the Board of Directors of the
Corporation or a Committee thereof determines that fraud, negligence, or
intentional misconduct by the Grantee  was a contributing factor to
the Corporation having to restate all or a portion of its financial
statement(s). The Committee may determine whether the
Corporation  shall effect any such repayment or reduction : (i) by
seeking repayment from the Grantee , (ii) by reducing (subject to applicable law
and the terms and conditions of the Plan or any other applicable plan, program,
or arrangement) the amount that would otherwise be awarded or payable to the
Grantee  under the Award, the Plan or any other compensatory plan,
program, or arrangement maintained by the Corporation , (iii) by withholding
payment of future increases in compensation (including the payment of any
discretionary bonus amount) or grants of compensatory awards that would
otherwise have been made in accordance with the
Corporation's  otherwise applicable compensation practices, or (iv) by
any combination of the foregoing. The determination regarding the Grantee’s
conduct, and repayment or reduction under this provision shall be within the
sole discretion of the Committee and shall be final and binding on the Grantee
and the Corporation. The Grantee, in consideration of the grant of the Award,
and by the Grantee's execution of this instrument, acknowledges the Grantee's
understanding of and agreement to this provision, and hereby agrees to make and
allow an immediate and complete repayment or reduction in accordance with this
provision in the event of a call for repayment or other action by the
Corporation or Committee to effect its terms with respect to the Grantee, the
Award and/or any other compensation described herein.

       

      11. Stock
Reserved.  The Corporation shall at all times during the term
of the Award reserve and keep available such number of shares of its Common
Stock as will be sufficient to satisfy the Award issued and granted to Grantee
and the requirements thereof as evidenced by this instrument, and shall pay all
original issue taxes, if any, on the transfer of Common Stock to the Grantee,
and all other fees and expenses necessarily incurred by the Corporation in
connection therewith.

       

      12. Rights of
Shareholder.  Except as otherwise provided in the Award and
this instrument, the Grantee shall have no rights as a shareholder of the
Corporation in respect of the Performance Units or Common Stock for which the
Award is granted; and the Grantee shall not be considered or treated as a record
owner of shares with respect to the Common Stock until the Performance Units are
fully vested and no longer subject to any of the conditions, performance
requirements, or restrictions imposed under the Award, and Common Stock is
actually issued and transferred to the Grantee.

       

      13. Entire
Agreement.  This instrument contains the entire terms of the
Award, and may not be changed orally or other than by a written instrument
issued and approved by the Corporation pursuant to the Plan.  This
instrument supersedes any agreements or understandings

       

      
        
           


        

        
          -11-

          
            

          

        

        
           


        

      

       

      
        that may
previously have existed, and there are no other agreements or understandings,
relating to its subject matter.

         

      

      14. Successors and
Assigns.  The Award shall inure to the benefit of and be
binding upon the heirs, legatees, legal representatives, successors, and assigns
of the parties thereto.

       

      The
Grantee hereby acknowledges receipt of this instrument, the Notice of
Performance Unit Award and a copy of the Plan, and accepts the Award under the
terms and conditions stated in this instrument, subject to all terms and
provisions of the Plan, by signing this instrument in duplicate originals, as of
the date first above written.

       

      


       

       

      
      

       

      
        	 	 	 
	Date	 	«Officer_Name»
	 	 	Grantee


      

       

      
        
           


        

        
          -12-

          
            

          

        

        
           


        

      


      Exhibit
A

      Performance
Units Criteria

      2010-2013
Performance Period

       

      


      


      
        	
                Total
      Stockholder Return (TSR):vs. ONEOK Peer Group

                 

              
	
                ONEOK
      TSR Ranking vs. ONEOK 

                Peer
      Group

              	
                Percentage
      of Performance Units 

                Earned

              
	
                90th
      percentile and above

                75th
      percentile

                50th
      percentile

                25th
      percentile

                Below
      25th
      percentile

              	
                200%

                150%

                100%

                50%

                0%

              


      

      


      IF
ONEOK’s TSR ranking at the end of the performance period is between the stated
percentile levels in the above table, the percentage of the performance units
earned will be interpolated between the earning levels.  No
Performance Units are earned if ONEOK’s TSR ranking at the end of the
performance period is below the 25th
percentile

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Exhibit
B

      Illustration
of Hypothetical 2010-2013 Performance Period

      Performance
Unit Award Calculation

       

      Illustration
assumes 1,000 Performance Units Granted in February 2010

       

      


      
        	
                Total
      Stockholder Return (TSR) vs. ONEOK Peer Group

              
	
                 

                Hypothetical
      2010-2013 ONEOK TSR Ranking = 40th percentile

                 

                A
      40th percentile TSR ranking earns 80% of Performance Units granted (i.e.,
      1,000 units)

                as
      interpolated between 50% and 100% from Table A (see chart
      below)

                 

                800
      units earned

                 

              


      

      


      


      
        	
                Total
      Performance Units Earned

              
	
                 

                TR
      800 Performance Units

                 

                800
      performance units earned out of 1,000 units granted = 80.0% “earn-out”
      [80% (1,000 shares) paid and 

                distributed
      in the form of Common Stock as provided in section 5.c.]

                 

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	Exhibit
      C
	
                ONEOK
      PEER GROUP – 2010

              
	 
      	 
      
	
                Company Name

              	 
      Sym
	 
      	 
      
	
                AGL
      Resources Inc.

              	 
      ATG
	
                ATMOS
      Energy

              	 
      ATO
	
                CenterPoint
      Energy Inc.

              	 
      CNP
	
                DCP
      Midstream Partners LP

              	 
      DPM
	
                Enbridge
      Inc.

              	 
      ENB
	
                Energy
      Transfer Partners LP

              	 
      ETP
	
                Enterprise
      Prods Prtner LP

              	 
      EPD
	
                Kinder
      Morgan Energy LP

              	 
      KMP
	
                OGE
      Energy CP

              	

                OGE

              
	
                National
      Fuel Gas Company

              	 
      NFG
	
                New
      Jersey Resources Corp

              	 
      NJR
	
                NICOR
      Inc.

              	 
      GAS
	
                NiSource
      Inc.

              	 
      NI
	
                ONEOK,
      Inc.

              	 
      OKE
	
                Piedmont
      Natural Gas Company

              	 
      PNY
	
                SEMPRA
      Energy

              	 
      SRE
	
                Southern
      Union Company

              	 
      SUG
	
                Southwest
      Gas Corporation

              	 
      SWX
	
                Spectra
      Energy Corporation

              	 
      SE
	
                Transcanada
      Corporation

              	 
      TRP
	
                UGI
      Corporation

              	 
      UGI
	
                Vectren
      Corporation

              	 
      VVC
	
                WGL
      Holdings Inc.

              	 
      WGL
	
                Wisconsin
      Energy Corp

              	 
      WEC


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Exhibit
D

      


      ONEOK,
INC. EQUITY COMPENSATION PLAN

      


      PERFORMANCE
UNIT AWARD AGREEMENT

      


      DEFERRAL
ELECTION

      


      


      This Election is made by the
undersigned Grantee pursuant to that certain Performance Unit Award granted to
me under the ONEOK, Inc. Equity Compensation Plan, on the 18th day
of February 2010, a copy of which is attached hereto (the "Award").

      


      This Election is made on or before the
date of August 18, 2012, which is six (6) months before the end of the
Performance Period on February 18, 2013.

      


      I hereby irrevocably elect to defer the
payment, distribution and transfer and my receipt of all Performance Units,
Common Stock and cash that I may earn and become entitled to receive from the
regularly scheduled time of payment, distribution and transfer provided for in
Section 5(d) of the Award, until a later date as follows:

      


      


      A.           Election
of Specified Time of Payment

      


      (Initial
one election of time of payment)

      


      ___           I
elect to have all Common Stock, cash or other compensation which I earn or
become entitled to receive under the Award and Award Agreement deferred and
paid, distributed, transferred and issued to me on the later of (i) the date of
my separation from service as an employee of the Corporation , or (ii)
_________________, 20__ in the form specified below.

      


      ___           I
elect to have all Common Stock, cash or other compensation which I earn or
become entitled to receive under  the Award and Award Agreement
deferred and paid, distributed, transferred and issued to me on the date of my
separation from service as an employee of the Corporation.

      


      B.           Election
of Form of Payment

      


      (Initial
one election of form of payment)

      


      ___           I
elect to receive payment, transfer and distribution of all Common Stock, cash or
other compensation which I earn or become entitled to receive under the Award or
Award Agreement in a single lump sum payment.

      


      ___          
I elect to receive payment, transfer and distribution of all Common Stock, cash
or other compensation which I earn or become entitled to receive under the Award
or Award Agreement in ______(specify 2, 3, 4 or 5) equal annual installments
commencing on the specified date of payment elected above, and thereafter on
each anniversary thereof until fully paid and transferred. The number of shares
of Common Stock or cash received in each installment will equal the number and
amount that have not been settled, paid, transferred and distributed (as of the
date immediately preceding the installment payment date) divided by the number
of installments remaining to be paid (as of the date immediately preceding the
installment payment date) rounded down to the next whole number except that the
final installment shall be rounded up to the next whole
number.



      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      C.           
Election for Death
Prior to Specified Time of Payment (Put initials by your
choice)

      


      ___           In
the event of my death prior to the Specified Time of Payment that I have elected
above, I elect to have my named beneficiaries receive payment and transfer of
the Common Stock, cash or other deferred compensation in a single lump sum
within 60 days following my death.

      


      ___           In
the event of my death prior to the Specified Time of Payment that I have elected
above, I elect to have my named beneficiaries receive payment and transfer of
the Common Stock, cash or other deferred compensation be paid and transferred in
______ (specify 2, 3, 4 or
5) equal annual installments commencing within 60 days following my
death, and thereafter on each anniversary of the commencement date until fully
paid and transferred. The number of shares of Common Stock or cash received in
each installment will equal the number and amount that have not been paid (as of
the date immediately preceding the installment payment date) divided by the
number of installments remaining to be paid (as of the date immediately
preceding the installment payment date) rounded down to the next whole number
except that the final installment shall be rounded up to the next whole
number.

      


      D.           Election
for Death After Specified Time of Payment (Put initials by your
choice)

      


      ___           In
the event of my death after the Specified Time of Payment elected above, I elect
to have my named beneficiaries receive payment and transfer of the Common Stock,
cash or other deferred compensation in a single lump sum within 60 days
following my death.

      


      ___           In
the event of my death after the Specified Time of Payment that I have elected
above, I elect to have my named beneficiaries receive payment of any remaining
Common Stock, cash or other compensation in accordance with the installment
schedule elected above.

      


      E.           Designation
of Beneficiary (List each
beneficiary and percentage)

      


      I
designate the following individuals (entities) as my beneficiaries to receive
the following share(s) of my Common Stock, cash or other deferred compensation,
as indicated below:

      


      Name of
Beneficiary

                                       
Percent

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

      _______________________________________                                                                                                           __________

                                                                         


                                                                                 
100% (total must equal 100%)

      


      F.           Change
in Ownership or Control

      


      Notwithstanding
the foregoing, immediately following a Change in Ownership or Control the Common
Stock, cash or other deferred compensation that have not been paid and
transferred will be paid and transferred.  In the event shares of
Common Stock no longer exist at the time of payment and transfer, each of the
deferred Performance Units shall be converted in a manner that is consistent
with the manner in which shareholders of Common Stock were treated with respect
to the Change in Ownership or Control.

      


      Solely
for purposes of this election, a “Change in Ownership or Control” shall mean and
shall have occurred if one of the following has occurred: A person acquires more
than 50% (or a higher percentage specified under the Plan) of the Corporation’s
stock;  a person acquires during a 12-month period at least 30% (or a
higher percentage specified under the Plan) of the Corporation’s stock; a
majority (or a higher percentage specified under the Plan) of the members of the
Board of Directors of the Corporation are replaced during a 12-month period; or
a person acquires


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      during a
12-month period at least 40% (or a higher percentage specified under the Plan)
of the gross fair market value of the Corporation’s assets.

      


      Made and executed by me as Grantee of
the Award pursuant to the terms and provisions of Section 6 thereof, on this
_______day of ______________, 20___.

      


      


      _____________________________________         

      Grantee

       

      


      
        Received this ____ day of
____________, 20___,


      

      


      ______________________________________

      For the Committee