formmake-wholersu






ONEOK, INC. EQUITY INCENTIVE PLAN  RESTRICTED UNIT AWARD AGREEMENT  This Restricted Unit Award Agreement (the “Agreement”) is entered into as of the ___  day of ________, ___ by and between ONEOK, Inc. (the “Company”) and     (the “Grantee”), an employee of the Company or a Subsidiary thereof, pursuant to the terms of the  ONEOK, Inc. Equity Incentive Plan (the “Plan”).  1. Restricted Unit Award.  This Agreement and the Notice of Restricted Unit Award and Agreement dated __________ (the “Grant Date”), a copy of which is  attached hereto and incorporated herein by reference, establishes the terms and  conditions for the Company’s grant of an Award of   Restricted Units (the “Award”):              __________  to the Grantee pursuant to the Plan. This Agreement, when executed by the Grantee, constitutes  an agreement between the Company and the Grantee.  Capitalized terms not defined in this  Agreement shall have the meaning ascribed to them in the Plan.    2. Restricted Period; Vesting.  The Restricted Units granted pursuant to the Award will vest in accordance with the following terms and conditions:  (a) Except as otherwise provided in this Agreement or the Plan, the Grantee shall vest in the Restricted Units granted by this Award (including any Dividend Equivalents, as described  below) with respect to each installment on the date specified as shown in the following schedule:  Installment Vesting Date  50% of the Award: ________________  Remaining 50% of the Award: ________________  Prior to the vesting date for the applicable installment, the Granee’s rights with respect to  the Restricted Units shall be restricted (the “Restricted Period”). Upon vesting, the Grantee shall  become entitled to receive _______ of the Company’s common stock (“Common Stock”) for each  such Restricted Unit vesting.  No fractional shares shall be issued, and any amount  attributable to a fractional share shall instead be withheld to satisfy any withholding tax obligation.  (b) Except as provided for in (c) below, if the Grantee’s employment with the Company terminates prior to the end of the applicable installment’s Restricted Period by reason of (i)  {00166365 - 1 }   _____________ Exhibit 10.1 





 






voluntary termination for any reason or (ii) involuntary Termination for Cause, the Grantee shall  forfeit all right, title and interest in the unvested Restricted Units and any Common Stock otherwise  payable pursuant to this Agreement.  For purposes of this Agreement, employment with any  Subsidiary of the Company shall be treated as employment with the Company.  Likewise, a  termination of employment shall not be deemed to occur by reason of a transfer of employment  between the Company and any Subsidiary.    (c) In the event of termination of the Grantee’s employment with the Company during the Restricted Period by reason of (i) involuntary termination other than a Termination for Cause,  (iii) Disability or (iv) death, then the Grantee shall be partially vested in, and the Grantee shall be entitled to receive, 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 event by the number of full months in the Restricted Period. (d) Unless the Committee provides otherwise prior to a Change in Control, in the event of a Change in Control (as defined below), the vesting or forfeiture of the Restricted Units will be  subject to the terms and conditions of Article 11 of the Plan.    (e) For purposes of the Award and this Agreement, the term “voluntary termination” shall mean that the Grantee had an opportunity to continue employment with the Company, but  did not do so.  An “involuntary termination” shall mean that the Company has ended the Grantee’s  employment without the Grantee having an opportunity to continue employment with the  Company. A “Termination for Cause” of the Grantee’s employment shall mean that the Company  has ended 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 Company, (iii) any violation by the Grantee of any  covenant not to compete with the Company, (iv) any act of dishonesty by the Grantee which  adversely effects the business of the Company, (v) any willful or intentional act of the Grantee  which adversely affects the business of, or reflects unfavorably on the reputation of the Company,  including any material breach of a Company policy (determined in the discretion of the Company)  (vi) the Grantee’s use of alcohol or drugs which interferes with the Grantee’s duties as an employee of the Company, or (vii) the Grantee’s failure or refusal to perform the specific directives of the Company’s Board of Directors or officers.  “Years of service” for this purpose excludes any service with any predecessor employer that was not considered within the controlled group (determined in accordance with Code section 414(c)) of the Company as of the date of the grant, unless explicitly required by the agreement executed in connection with such asset or stock acquisition, merger or other similar transaction  “Disability” shall have the meaning provided in the Plan.  The term “Change in Control” shall have the meaning provided in the Plan unless the Award is or becomes subject to  Code Section 409A, in which event the term “Change in Control” shall mean a Change in Control as defined in the Plan that also qualifies as a “change in control event” as defined in Treasury Regulations Section 1.409A-3(i)(5). 3. Dividend Equivalents.  During the Restricted Period, before payment or forfeiture of the Award, the Award will be increased by a number of additional Restricted Units (“Dividend  Equivalents”) representing all cash dividends that would have been paid to the Grantee if one share  of Common Stock had been issued to the Grantee on the Grant Date for each Restricted Unit  2 





 






granted pursuant to this Agreement.  The Dividend Equivalents credited during the Restricted  Period will include fractional shares; provided, however, the shares of Common Stock actually  issued upon vesting of the Dividend Equivalents shall be paid only in whole shares of Common  Stock, and any fractional shares of Common Stock in an amount of cash equal to the Fair Market  Value of such fractional shares of Common Stock shall be withheld to satisfy any withholding tax  obligation.  Dividend Equivalents shall be subject to the same vesting provisions and other terms  and conditions of this Agreement, and shall be paid on the same date, as the Restricted Units to  which they are attributable. Moreover, references in this Agreement to Restricted Units shall be  deemed to include any Restricted Units attributable to Dividend Equivalents.   4. Non-Transferability of Restricted Units. (a) The Restricted Units may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of by Grantee or any other person until the expiration of the Restricted Period.   Any such attempt shall be wholly ineffective and will result in immediate forfeiture of all such  amounts.  (b) Notwithstanding the foregoing, the Grantee may transfer any part or all rights in the Restricted Units to members of the Grantee’s immediate family, to one or more trusts for the  benefit of such immediate family members or to partnerships in which such immediate family  members are the only partners, in each case only if the Grantee does not receive any consideration  for the transfer.  In the event of any such transfer, the Restricted Units shall remain subject to the  terms and conditions of this Agreement.  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 this Agreement, “immediate family” shall mean the Grantee’s  spouse, children and grandchildren.  (c) The Grantee also may designate a Beneficiary, using the form attached hereto as Exhibit A or such other form as may be approved by the Committee, 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.  In the absence of such designation of a Beneficiary,  any such rights shall be deemed to be transferred to the estate of the Grantee.  5. Distribution of Common Stock.  Subject to Section 13 of this Agreement, the Common Stock or cash the Grantee becomes entitled to receive upon vesting of any Restricted  Units shall be distributed to the Grantee as soon as practicable after the vesting date for such  Restricted Units, as determined by the Committee in its discretion, but in no event later than 75  days after the vesting date.  The Grantee shall not be permitted, directly or indirectly, to designate  the form of payment or the taxable year in which any payment is to be made.  6. Administration of Award; Ratification of Actions.  The Award shall be subject to such other rules as the Committee, in its sole discretion, may determine to be appropriate with  respect to administration thereof.  This Agreement shall be subject to discretionary interpretation  and construction by the Committee.  Day-to-day authority and responsibility for administration of  the Plan, the Award and this Agreement have been delegated to the Company’s Benefit Plan  3 





 






Administration Committee and its authorized representatives, and all actions taken thereby shall  be entitled to the same deference as if taken by the Committee itself.  The Grantee shall take all  actions and execute and deliver all documents as may from time to time be requested by the  Committee.  By receiving this Award or other benefit under the Plan, Grantee and each person  claiming under or through Grantee shall conclusively be deemed to have indicated acceptance and  ratification of, and consent to, any action taken under the Plan or the Award by the Company, the  Board, the Committee or the Benefit Plan Administration Committee.    7. Tax Liability and Withholding.  The Grantee agrees to pay to the Company any applicable federal, state or local income, employment, social security, Medicare or other  withholding tax obligation arising in connection with the Award to the Grantee, which the  Company shall determine; and the Company 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 or cash that would otherwise be distributed or paid to the Grantee, with any shares of  Common Stock so withheld to be valued at the Fair Market Value on the date of such withholding.   The Grantee, with the consent of the Company, may satisfy such withholding tax by transferring  cash or Common Stock to the Company, with any shares of Common Stock so transferred to be  valued at the Fair Market Value on the date of such transfer.  Any payment of required withholding  taxes in the form of Common Stock shall not exceed the maximum amount of tax that may be  required to be withheld by law (or such other amount that would result in an accounting charge  with respect to such shares used to pay such taxes).  Income tax withholding shall occur on the  date of actual distribution.  Notwithstanding the foregoing, the ultimate liability for Grantee’s share  of all tax withholding is the Grantee’s responsibility, and the Company makes no tax-related  representations in connection with the grant or vesting of Restricted Units or the distribution of  Common Stock or cash to Grantee.  8. Adjustment Provisions.  If, prior to the expiration of the Restricted Period, any change is made to the outstanding Common Stock or in the capitalization of the Company, the  Restricted Units granted pursuant to this Award shall be equitably adjusted or terminated to the  extent and in the manner provided under the terms of the Plan.    9. Clawbacks, Insider Trading and Other Company Policies.  The Grantee acknowledges and agrees that this Award is subject to all applicable clawback or recoupment,  insider trading, share ownership and retention and other policies that the Company’s Board of  Directors may adopt from time to time.  Notwithstanding anything in the Plan or this Agreement  to the contrary, all or a portion of the Award made to the Grantee under this Agreement is subject  to being called for repayment to the Company or reduced in any situation where the Board of  Directors or a Committee thereof determines that fraud, negligence, or intentional misconduct by  the Grantee was a contributing factor to the Company having to restate all or a portion of its  financial statement(s). The Committee may determine whether the Company 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,  policy 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 Company, (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 Company's otherwise applicable compensation  4 





 






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 Company. The Grantee, in  consideration of the grant of the Award, and by the Grantee's execution of this Agreement,  acknowledges the Grantee's understanding of 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 Company or Committee to effect its terms with  respect to the Grantee, the Award and/or any other compensation described in this Agreement.  10. Stock Reserved.  The Company 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 Agreement.  It is  intended by the Company that the Plan and shares of Common Stock covered by the Award are to  be registered under the Securities Act of 1933, as amended, prior to the grant date; provided, that  in the event such registration is for any reason not effective for such shares, the Grantee agrees  that all shares acquired pursuant to the grant will be acquired for investment and will not be  available for sale or tender to any third party.  11. No Rights as Shareholder.  The issuance and transfer of Common Stock shall be subject to compliance by the Company and the Grantee with all applicable laws, rules, regulations  and approvals.  No shares of Common Stock shall be issued or transferred unless and until any  then-applicable legal requirements have been fully met or obtained to the satisfaction of the  Company and its counsel.  Except as otherwise provided in this Agreement, the Grantee shall have  no rights as a shareholder of the Company in respect of the Restricted Units or Common Stock for  which the Award is granted.  The Grantee shall not be considered a record owner of shares of  Common Stock with respect to the Restricted Units until the Common Stock is actually distributed  to Grantee.  12. Continued Employment; Employment at Will.  In consideration of the Company’s granting the Award as incentive compensation to Grantee pursuant to this Agreement, the Grantee  agrees to all of the terms of this Agreement and to continue to perform services for the Company  in a satisfactory manner as directed by the Company.  Provided, however, no provision in this  Agreement shall confer any right to the Grantee’s continued employment, limit the right of the  Company to terminate the Grantee’s employment at any time or create any contractual right to  receive any future awards under the Plan.  Moreover, unless specifically provided under the terms  thereof, the value of the Award will not be included as compensation or earnings when calculating  the Grantee’s benefits under any employee benefit plan sponsored by the Company.  13. Code Section 409A.  This Award and Agreement are intended to comply with Code Section 409A or an exemption therefrom and shall be construed and interpreted in a manner that  is consistent with the requirements for avoiding additional taxes or penalties under Code Section  409A.  Notwithstanding any other provision of the Agreement, any distributions or payments due  hereunder that are subject to Code Section 409A may only be made upon an event and in a manner  permitted by Code Section 409A. “Termination of employment” or words of similar import used  in this Agreement shall mean, with respect to any payments of deferred compensation subject to  Code Section 409A, a “separation from service” as defined in Code Section 409A.  Each payment  of compensation under this Agreement, including installment payments, shall be treated as a  5 





 






separate payment of compensation for purposes of applying Code Section 409A.  Except as  permitted under Code Section 409A, Grantee may not, directly or indirectly, designate the calendar  year of settlement, distribution or payment.  To the extent that an Award is or becomes subject to  Code Section 409A and Grantee is a Specified Employee (within the meaning of Code Section  409A) who becomes entitled to a distribution on account of a separation from service, no payment  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 Grantee’s death (the “Delayed Payment Date”), if required  by Code Section 409A.  The accumulated amounts shall be distributed or paid in a lump sum  payment on the Delayed Payment Date unless the Delayed Payment Date is the date of the  Grantee’s death, in which event the accumulated amounts shall be paid in a lump sum payment by  December 31 following the year of Grantee’s death.  Notwithstanding the foregoing, the Company  makes no representations that the payments and benefits provided under this Agreement comply  with Code Section 409A and shall not be liable for all or any taxes, penalties, interest or other  expenses that may be incurred by the Grantee on account of non-compliance with Code Section  409A.  14. Entire Agreement; Severability; Conflicts.  This Agreement contains the entire terms of the Award, and may not be changed other than by a written instrument executed by both  parties or an amendment of the Plan, except where such change or modification does not adversely  affect in a material way the terms of this Agreement, as provided in Section 15.4 of the Plan.  This  Agreement supersedes any prior agreements or understandings, and there are no other agreements  or understandings relating to its subject matter.  The invalidity or unenforceability of any provision  of the Plan or this Agreement shall not affect any other provision of the Plan or this Agreement,  and each provision of the Plan and this Agreement shall be severable and enforceable to the extent  permitted by law.  Should there be any inconsistency between the provisions of this Agreement  and the terms of the Award as stated in the resolutions and records of the Board of Directors or the  Plan, the provisions of such resolutions and records of the Board of Directors and the Plan shall  control.  15. Successors and Assigns.  The Award evidenced by this Agreement shall inure to the benefit of and be binding upon the heirs, legatees, legal representatives, successors, and assigns  of the parties hereto.  16. Governing Law; Mandatory Claims Procedures.  This Agreement shall be construed in accordance with, and subject to, the laws of the State of Oklahoma applicable to  contracts made and to be entirely performed in Oklahoma and wholly disregarding any choice of  law provisions or conflict of law principles that might otherwise be contrary to this express intent.  If Grantee or any person acting on Grantee’s behalf (the “Claimant”) has any claim or dispute  related in any way to the Award or to the Plan, the Claimant must follow the claims and arbitration  procedures set forth in Article 13 of the Plan.  All claims must be brought no later than one year  following the date on which the facts forming the basis of the claim are known or should have  been known by the claimant, whichever is earlier.  Any claim that is not submitted within the  applicable time limit shall be waived.    The Grantee hereby acknowledges receipt of this Agreement, the Notice of Restricted Unit  Award and Agreement and a copy of the Plan, and accepts the Award under the terms and  conditions stated in this Agreement, subject to all terms and provisions of the Plan, by signing this  6 





 






Agreement as of the date indicated.  In the absences of a signed acceptance, the Grantee will be  deemed to have accepted this Award on the Grant Date, and all its associated terms and conditions,  including the mandatory claims and arbitration procedures, unless the Grantee notifies the  Company of the Grantee’s non-acceptance of the Award by contacting the stock plan  administrator, in writing within sixty (60) days of the Grant Date.  Date      Janet Hogan        Grantee  7 





 






Exhibit A  Beneficiary Designation Form  I, _________________________________ (“Plan Participant”), state that I am a participant in the ONEOK,  Inc. Equity Incentive Plan,the ONEOK, Inc. Equity Compensation Plan, or any other stock compensation plan  sponsored by ONEOK, Inc. (individually and collectively, the “Plan”), and the holder of one or more Awards granted  to me under the Plan.  With the understanding that I may change the following beneficiary designations at any time  by furnishing written notice thereof to the Committee (provided that such change does not affect the time and form of  payment of any amounts subject to an existing deferral election), I hereby designate the following individuals (or  entities) as my beneficiaries to receive any and all benefits payable to me under the Plan and to exercise all rights,  benefits and features of the Awards described below, in accordance with the terms of the Plan and any associated  award agreement, in the event of my death as follows:  1. Primary Beneficiary (Beneficiaries) The Primary Beneficiaries named below shall have first priority to any and all Awards described below and to exercise all rights, benefits and features of the Awards described below, in accordance with the terms of the Plan  and any associated award agreement, in the event of my death.  Name Relationship SSN     Percentage of Total  If a designated Primary Beneficiary named dies or ceases to exist prior to receiving the share designated for  such Primary Beneficiary, such share shall be transferred proportionately to other surviving and existing designated  Primary Beneficiaries.  2. Contingent Beneficiary (or Beneficiaries) The Contingent Beneficiaries named below, if any, shall receive all Awards described below and  to exercise, enjoy and receive all rights, benefits and features of the Awards described below (including Awards that I have elected  to defer under the Plan or the ONEOK, Inc. 2005 Nonqualified Deferred Compensation Plan, if applicable) in  accordance with the Plan and the terms and provisions of such Awards in the event of my death if no Primary  Beneficiary named above survives me or exists.  Name Relationship SSN     Percentage of Total  8 





 






3. Awards Covered By Beneficiary Designation This Beneficiary Designation is applicable to and covers the following Awards: (Check one) _______ All Awards previously granted to me under the Plan and all Awards to be granted to me  under the Plan in the future; or  _______ The following Awards that have been granted to me under the Plan:  (List Awards Covered)  Award Grant Date     Number of Shares of Stock  4. General Terms This instrument does not modify, extend or increase any rights or benefits otherwise provided for by any Award under the Plan.  All terms used in this instrument shall have the meaning provided for under the Plan, unless  otherwise indicated herein.  This instrument is not applicable to Common Stock of ONEOK, Inc. that I have acquired  outright and without any restrictions or limitations under the Plan prior to my death.  This instrument revokes and  supersedes any prior designation of a Beneficiary (or Beneficiaries) made by me with respect to the Awards covered  by this Beneficiary Designation as set forth in Paragraph 3.    IN WITNESS WHEREOF, I have signed this instrument this     day of ____________, __________.  Plan Participant  __________________________________  Witness  __________________________________  Witness  RECEIVED AND ACKNOWLEDGED this ____ day of ________, 20__,  ______________________________________  For the Committee  9