eiprsuawardagreement2019






                                                                   Exhibit 10.54                     ONEOK, INC. EQUITY INCENTIVE PLAN                 RESTRICTED UNIT AWARD AGREEMENT                      FORM OF AWARD AGREEMENT         This Restricted Unit Award Agreement (the “Agreement”) is entered into as of the 20th  day of February, 2019, by and between ONEOK, Inc. (the “Company”) and «Officer_Name»  (the “Grantee”), an employee of the Company or a Subsidiary thereof, pursuant to the terms of  the ONEOK, Inc. Equity Plan (the “Plan”).         1.    Restricted Unit Award.  This Agreement and the Notice of Restricted Unit Award  and Agreement dated February 20, 2019, 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  «No_of_Restricted_Units» 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) Grantee’s rights with respect to the Restricted Units shall be restricted during the  period beginning February 20, 2019 (the “Grant Date”), and ending on February 20, 2022 (the  “Restricted Period”).              (b) 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) at the end of the Restricted Period if the Grantee’s employment by the Company does not  terminate  during  the  Restricted  Period.   Upon vesting,  the  Grantee  shall  become entitled  to  receive one  (1)  share  of the  Company’s  common  stock  (“Common  Stock”) for  each such  Restricted Unit.  No fractional shares shall be issued, and any amount attributable to a fractional  share shall instead be paid to the Grantee in cash.            (c) If the Grantee’s employment with the Company terminates prior to the end of the  Restricted Period by reason of (i) voluntary termination other than Retirement or (ii) involuntary  Termination for Cause, the Grantee shall forfeit all right, title and interest in the 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.              (d) 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, (ii) Retirement, (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    {00105099 - 1 }  





 






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.              (e) 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 Section 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, (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.  “Retirement” shall mean a voluntary  termination of employment with the Company if the Grantee has both completed five (5) years  of service with the Company and attained age fifty (50).  “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 event” as defined in Treasury Regulations Section  1.409A-3(i)(5).         3.    Dividend Equivalents.  During the Restricted Period, 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  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 shall be paid in an amount of cash equal to the Fair Market  Value of such fractional shares of Common Stock.  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.     {00105099 - 1 }                      - 2 -                                                                                  





 






      4.    Non-Transferability of Restricted Units.          (a)  Except  as  provided  below,  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  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    {00105099 - 1 }                      - 3 -                                                                                  





 






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) unless otherwise approved  by  the  Committee.  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 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.   {00105099 - 1 }                      - 4 -                                                                                  





 






      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 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”).  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   {00105099 - 1 }                      - 5 -                                                                                  





 






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.   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 Section 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 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                                      «Officer_Name»                                            Grantee    {00105099 - 1 }                      - 6 -                                                                                  





 






                                            Exhibit A                                                                                        Beneficiary Designation Form                                                                                                             I,  _________________________________  (“Plan  Participant”),  state that  I  am  a  participant  in  the  ONEOK,  Inc.  Equity  Incentive Plan, the ONEOK,  Inc.  Long  Term  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, 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 that  have  been granted to  me  under  the  Plan,  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 benefits payable to me under  the Plan and to exercise all rights, benefits and features of the Awards that have been granted to me under the Plan,  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 any benefits provided or payable to me  under the Plan and be entitled to exercise, enjoy and receive all rights, benefits and features of the Awards that have  been granted to me under the Plan 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                                                                                                                                                                                                                                                                                                              {00105099 - 1 }                                - 7 -                                                                                                     





 






3.     Awards Covered By Beneficiary Designation          This Beneficiary Designation is applicable to and covers the following Awards that have been granted to  me under the Plan:         (Check one)  _______ All Awards previously or subsequently granted to me under the Plan; 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                                                                                                                                                                                                                                                                                                32304198.2    {00105099 - 1 }                                - 8 -