Form of Restricted Unit Award Agreement



 Exhibit 10.45 
 RESTRICTED UNIT AWARD AGREEMENT 
 This
instrument is issued as of the 18th day of January, 2007, 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, (hereinafter referred to as the “Plan”). 
 1. Restricted Unit Award.
This instrument and that certain Notice of Restricted Unit Award and Agreement, dated January 18, 2007, a copy of which is attached hereto and incorporated herein by reference (the “Notice of Restricted Unit Award and Agreement”)
constitute evidence of the issuance and grant of a Restricted Unit Award to the Grantee by the Corporation under the Plan of «No_of_Restricted_Units» Restricted Units that shall entitle the Grantee to receive shares of the
Corporation’s Common Stock (hereinafter referred to as “Common Stock”) all subject to the terms, provisions, and conditions of this instrument (including, without limitation, the restrictions stated in paragraph 5, below) and of the
Plan, which are incorporated herein by reference (hereinafter referred to as “Award”). This instrument, when executed by the Grantee, together with the Notice of Restricted 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 of the Award stated in the resolutions and records of the Board of Directors of the Corporation, or
the Plan, the provisions of such resolutions and records and of the Plan shall control. The grant of Restricted 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 issued
pursuant to the Plan, as approved by the Shareholders of the Corporation, which 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. The Executive Compensation Committee of the Board of Directors (hereinafter referred to
as the “Committee”) is authorized to administer the Plan with respect to the Award 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 the Award of Restricted Units 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 Directors. Provided, however, neither the foregoing agreement of the Grantee in this paragraph 3, nor any other provision in the
Plan 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 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 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. Restrictions; Restricted Period; Transfer of Common Stock to Grantee.
The issue and grant of the Award to the Grantee stated in paragraph 1, above, are subject to the following terms and conditions: 
 (a) The
ownership and transfer of the Restricted Units granted to the Grantee shall be restricted during the period beginning January 18, 2007, the date of the grant thereof (hereinafter referred to as “Grant Date”) and ending on
January 18, 2010, (which period is hereinafter referred to as “Restricted Period”), as herein provided. 
 (b) The Restricted
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 this instrument
and the Plan until the expiration of the Restricted Period. 
 (c) The Grantee shall earn and become vested and entitled to the Restricted
Units granted by this Award under paragraph 1, above, at the expiration of the Restricted Period. Upon expiration of the Restricted Period, the Grantee shall be entitled to receive, and the Corporation shall issue to Grantee one (1) share of
Common Stock for each Restricted Unit that becomes earned by and vested in the Grantee pursuant to the Award. 
 (d) The Grantee shall become
vested in the Restricted Units granted to the Grantee hereunder and Common Stock paid and transferred pursuant to the Award free and clear of all restrictions imposed by the Award if the Grantee’s employment by the Corporation (or a division or
Subsidiary thereof) does not terminate during the Restricted Period; provided, that the Grantee shall become partially vested in the Restricted Units and Common Stock payable pursuant to the Award and the restrictions imposed by the Award shall
partially cease to apply in certain events to the extent described in paragraph 6(d), below. 
 (e) If the Grantee’s employment with the
Corporation (or a division or Subsidiary thereof) terminates prior to the end of the Restricted Period by reason of (i) the Grantee’s voluntary termination of the Grantee’s employment with the Corporation (or a division or
Subsidiary), or (ii) the involuntary Termination for Cause by the Corporation of the Grantee’s employment with the Corporation (or a division or Subsidiary), the Grantee shall forfeit all the 

  

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Grantee’s right, title or interest in the Restricted Units, and to any Common Stock payable pursuant to the Award; and the Grantee shall forfeit such
right, title and interest in the Restricted Units, and to any Common Stock payable pursuant to the Award 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 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. 
 (f) The Grantee shall not be entitled to vote any shares of Common Stock that may be issued to the Grantee pursuant to the Award prior to the end of the Restricted Period and actual issuance of such Common Stock to
the Grantee pursuant to the Award. 
 (g) No dividends with respect to shares of Common Stock that may be issued to the Grantee under the
Award shall accrue or become payable to the Grantee prior to the end of the Restricted Period and issuance of such Common Stock to Grantee pursuant to the Award. 
 6. Transferability of Restricted Units, Cash or Common Stock; Termination of Employment. 
 (a) Except
as provided in subparagraph (b) of this paragraph 6, below, this instrument, the Grantee’s rights and obligations hereunder, and the Restricted 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 the Restricted 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, Restricted 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 such rights shall not be further transferable by the transferee inter vivos, except for transfer back to the original Grantee. 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 Restricted Units), all rights and interest of the Grantee in the Restricted Units shall become invalid and wholly terminated and forfeited upon (i) the Grantee’s voluntary termination of the Grantee’s employment with
the Corporation (or a division or Subsidiary), or (ii) the involuntary Termination for Cause by the Corporation of the Grantee’s employment with the Corporation (or a division or Subsidiary). 
  

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 (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 Restricted Period by reason of (i) the involuntary termination of the Grantee’s employment with the Corporation (or a division or Subsidiary) other than a Termination
for Cause (ii) the retirement of the Grantee, (iii) the Total Disability of the Grantee, or (iv) the Grantee’s death while still employed by the Corporation (or a division or Subsidiary), then partial vesting shall be allowed as
provided in this paragraph 6(d) and the Grantee shall become vested in and receive, in the event of any such involuntary termination of employment other than a Termination for Cause, retirement or Total Disability, and the legatees, or personal
representatives or heirs of the Grantee shall be vested in and entitled to receive, in the event of the Grantee’s death, the percentage of the Restricted Units which is determined by dividing the number of full months which have elapsed under
the Restricted Period at the time of such termination of employment by the number of full months in the Restricted Period. 
 (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 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 to the Grantee and this
instrument, an involuntary “Termination for Cause” of the Grantee’s employment with and by the Corporation (or a division or Subsidiary) shall mean that the Corporation (or a division or Subsidiary) has terminated such employment by
reason of (i) the Grantee’s conviction in a court of law of a felony, or any crime or offense involving misuse or misappropriation of money or property, (ii) the Grantee’s violation of any covenant, agreement or obligation not to
disclose confidential information regarding the business of the Corporation (or a division or Subsidiary), (iii) any violation by the Grantee of any covenant not to compete with the Corporation (or a division or Subsidiary), (iv) any act
of dishonesty by the Grantee which adversely effects the business of the Corporation (or a division or Subsidiary), (v) any willful or intentional act of the Grantee which adversely affects the business of, or reflects unfavorably on the
reputation of the Corporation (or a division or Subsidiary); (vi) the Grantee’s use of alcohol or drugs which interferes with the Grantee’s performance of duties as an employee of the Corporation (or a division or Subsidiary), or
(vii) the Grantee’s failure or refusal to perform the specific directives of the Corporation’s Board of Directors, or its officers which directives are consistent with the scope and nature of the Grantee’s duties and
responsibilities with the existence and occurrence of all of such causes to be determined by the Corporation, in its sole discretion; provided, that nothing contained in the foregoing provisions of this paragraph shall be deemed to interfere in any
way with the right of the Corporation (or a division or Subsidiary), which is hereby acknowledged, to terminate the Grantee’s employment at any time without cause. 
 (g) For purposes of this instrument and the Award, “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 

  

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the Internal Revenue Code of 1986, as amended (or corresponding section of any future federal tax code), and regulations thereunder. 
 7. Administration of Restricted 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 restrictions made applicable to the Grantee and the Restricted Units during the Restricted 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. 
 8. Adjustment Provisions. It is understood that,
prior to the expiration of the Restricted 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 Restricted Units described in paragraph
1 of this instrument, the number of Restricted Units which the Grantee would have been entitled to if the Grantee had been the fully vested and unrestricted owner of the number of Restricted Units then held under the Award granted, but not
theretofore received without restriction; provided, however, that the additional Restricted Units shall be subject to all terms and provisions of this instrument (including, without limitation, the restrictions stated in paragraph 5, above), and in
making such adjustments, no fractional Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment at the adjusted grant
price per share. 
 (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 shares of Restricted Units which are the subject matter of the Award evidenced by 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 Restricted Units described in paragraph 1 of this instrument, by 

  

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increasing or decreasing the number of Restricted 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 Restricted 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 Restricted Units shall be awarded, and the Grantee shall be entitled to receive only the number of full Restricted Units to which the Grantee may be entitled by reason of such adjustment.

 (d) Notwithstanding any provision to the contrary stated herein, to the extent Restricted Units are still restricted and 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 unrestricted and free and clear of any 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 Restricted Units to the Grantee, then Restricted Units shall become fully vested and completely unrestricted and free and clear of any
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 Restricted Units become subject to this subparagraph (d), they shall become fully vested in the Grantee and nonforfeitable. Such Restricted 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 settlement of the Restricted 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 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. 
 9. 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 terms stated in this instrument, and shall pay all original issue taxes, if any, on the transfer of the Common Stock to the Grantee and all other fees and
expenses necessarily incurred by the Corporation in connection therewith. 
 10. Rights of Shareholder. Except as otherwise provided
in this instrument, the Grantee shall have no rights as a shareholder of the Corporation in respect of the Restricted 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 of Common Stock with respect to the Restricted Units until the Common Stock is issued to Grantee and no longer subject to any of the restrictions imposed under the Award indicated in this instrument, and Common Stock is actually issued and
transferred to Grantee. 
  

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 11. 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 that may have previously existed, and there are no other agreements or
understandings, relating to its subject matter. 
 12. Successors and Assigns. The Award evidenced by this instrument shall inure to
the benefit of and be binding upon the heirs, legatees, legal representatives, successors, and assigns of the parties hereto. 
 The Grantee
hereby acknowledges receipt of this instrument, the Notice of Restricted Unit Award Agreement 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 stated above. 
  

					
			
	   	 		 	   
	 Date
	 		 	 «Officer_Name»
 Grantee


  

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