ex_10-1.htm


    Exhibit
10.1


      ONEOK,
Inc.

       

      ANNUAL OFFICER INCENTIVE
PLAN

       

      1. Name and
Effective Date.  The plan hereby created shall be known as the ONEOK,
Inc. Annual Officer Incentive Plan (“Plan”).  The Plan shall be
effective as of January 1, 2000, and shall first apply with respect to the
fiscal year ending December 31, 2000.  This Plan is intended to
replace the ONEOK, Inc. Key Employee Annual Incentive Plan, as assumed on
November 26, 1997.  The Plan shall remain in effect until terminated
by the Board of Directors of ONEOK, Inc. (“Board of Directors”) pursuant to
paragraph 13, below.

       

      2. Purpose.  The
purpose of this Plan is to provide certain officers of ONEOK, Inc. (the
“Company”) who are eligible for participation in the Plan under paragraph 4,
below, with a direct financial interest in the performance and profitability of
the Company, and particular business units thereof, and to reward performance in
employment with the Company.  It is the intention (but not the
obligation) of the Company that payment of Incentive Awards (as defined herein)
will be made annually in accordance with the terms of this Plan.

       

      3. Definitions.  Unless
the context clearly indicates otherwise, the following terms, when used in this
Plan, shall have the meanings set forth below:

       

      “Board of
Directors” shall mean the Board of Directors of ONEOK, Inc.

       

      “Change
in Control” shall mean the occurrence of a change in control as defined in the
ONEOK, Inc. Severance Pay Plan.

       

      “Committee”
shall mean the Executive Compensation Committee of the Board of Directors of the
Company.

       

      “Common
Stock” shall mean the common stock, par value $0.01, of
ONEOK, Inc.

       

      “Company”
shall mean ONEOK, Inc., its divisions and subsidiaries, or, any successor
thereto by merger, consolidation, liquidation, or other
reorganization.

       

      “Disability”
shall mean a physical or mental infirmity which impairs the Participant’s
ability to perform substantially his or her duties for a period of one-hundred
eighty (180) consecutive days.

       

      “Employee”
shall mean an active full-time employee of the Company, and shall exclude
independent contractors, or leased or temporary employees.  Employees
included in other annual cash incentive plans shall not be considered as
Employees for the purpose 

       

      

         

        
          	
                  Amended and Restated
      in 2009

                


        

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      of this
Plan.  Except as otherwise specifically provided in this Plan,
separated and retired employees shall not be considered as Employees for
purposes of this Plan.

       

      “Executive
Officer” shall mean an individual elected as an Executive Officer of the Company
by the Committee for purposes of determination and payment of incentive
compensation awards under the Plan.

       

      “Fiscal
Year” shall mean the 12-month period utilized by the Company for financial
accounting purposes beginning each January 1 and ending on the next
following December 31.

       

      “Incentive
Award” shall mean the awards of incentive compensation made to Participants in
the Plan pursuant to its terms.

       

      “Long-Term
Incentive Plan” shall mean the ONEOK, Inc., Long-Term Incentive Plan
(previously known as the “ONEOK, Inc., Key Employee Stock Plan”)
established August 17, 1995, as amended.

       

      “Participant”
shall mean an Employee of the Company who is eligible for participation in the
Plan under the eligibility provisions of Paragraph 4 of this
Plan.

       

      “Plan”
shall mean this ONEOK, Inc. Annual Officer Incentive Plan set forth herein
and as amended from time to time.

       

      “Plan
Year” shall mean the Fiscal Year of the Company.

       

      “Retirement”
shall mean a voluntary termination of employment of the Participant with the
Corporation and/or a division or subsidiary thereof by the Participant if at the
time of such termination of employment the Participant has both completed five
(5) years of service with the Corporation and/or a division or subsidiary
thereof and attained age fifty (50).

       

      4. Eligible Plan
Participants.  Participation in the Plan shall include
Employees who are Executive Officers of the Company, but shall
exclude:

       

      
        	
                (a)  

              	
                Participants
      in other designated annual cash incentive plans, which are designated by
      the Committee and communicated to Employees prior to the Plan Year, or as
      otherwise determined by the Committee;
and

              


      

       

      
        	
                (b)  

              	
                Except
      as otherwise specifically provided in this Plan, Employees whose
      employment is terminated before December 31 of the Plan
      Year.

              


      

       

      
        

           

          
            	
                    Amended and Restated
      in 2009

                  


          

        

        
          
             

          

          
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      Except as
otherwise provided herein, only Participants who are eligible Employees and
Executive Officers on the active payroll of the Company on January 1, and
who remain as eligible Employees and Participants throughout the entire Plan
Year, shall be entitled to receive an Incentive Award for that Plan Year;
provided, however, that an individual who becomes an Employee and Executive
Officer after January 1 of the Plan Year may be made eligible to participate in
the Plan and receive a prorated Incentive Award for that Plan Year, as
determined by the Committee.

       

      5. Participant Classifications
and Awards.  Participants in the Plan shall be eligible to
receive Incentive Awards for a Plan Year, but shall not receive incentive awards
under the Annual Employee Incentive Plan (an “Employee Incentive Award”).
Notwithstanding the foregoing, if an individual who is an Employee but not an
Executive Officer on January 1 of a Plan Year, and thereafter is elected to be
an Executive Officer at a subsequent date during such Plan Year, that individual
be entitled to receive a prorated Incentive Award and a prorated Employee
Incentive Award as determined by the Committee, in its sole
discretion.

       

      6. Administration.  The
Plan shall be administered by the Committee which shall be composed of at least
three members of the Board of Directors.  The Committee is hereby
vested with full powers of administration of the Plan, subject only to the
provisions herein set forth.  Members of the Committee shall not be
eligible to receive Incentive Awards or any other financial benefit under the
Plan.  The Committee shall act by a vote of a majority of a quorum or
by unanimous written consent.  A majority of its members shall
constitute a quorum.  The Board of Directors may, from time to time,
remove members from or add members to the Committee.  Vacancies on the
Committee, arising for any reason, shall be filled only by the Board of
Directors.  Subject to Section 7, the Committee shall have the
authority to define, prescribe, amend and rescind rules, regulations,
procedures, terms and conditions relating to the Plan.  The Committee
shall also have the authority to make all other determinations necessary or
advisable, in its sole discretion, for the administration of the Plan, including
but not limited to interpreting the Plan, correcting defects, reconciling
inconsistencies and resolving ambiguities and determining all questions that
shall arise under the Plan, including questions as to rights of Participants,
and all other matters concerning the Plan.  The interpretation by the
Committee of the terms and provisions of the Plan, and its administration of the
Plan, and all actions taken by the Committee, shall be final, binding and
conclusive on the Company, its stockholders, subsidiaries, all Participants in
the Plan and Employees, and upon their respective successors and assigns, and
upon all other persons claiming under or through any of them.

       

      
        

           

          
            	
                    Amended and Restated
      in 2009

                  


          

        

        
          
             

          

          
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      7.           Determination of Incentive
Awards.

       

      (a)           The
determination of incentive criteria and actual Incentive Awards for Participants
and timing and terms of payment of such Incentive Awards shall be made pursuant
to determinations, actions, rules, regulations and procedures adopted and
established from time to time by the Committee.  The Committee shall
identify and designate the individuals eligible to participate in the Plan as an
Executive Officer.

       

      (b)           It
is anticipated, subject in all cases to the determinations to be made by the
Committee, in its sole discretion (which may differ in any way the Committee
determines from the following), that Incentive Awards will be made payable to
Participants, and the Plan will operate, subject to the following
conditions:

       

      (i) the Committee will establish and
approve before the start of a Fiscal Year achievement of certain corporate and
unit performance goals and individual performance criteria as benchmarks for
Incentive Awards;

       

      (ii) the Committee will determine the
measurement period for such achievement of such goals and such performance
criteria, provided, however that such period will correspond to the Company’s
Fiscal Year;

       

      (iii) payment of Incentive Awards
approved by the Committee under the Plan will be made as soon as reasonably
possible after the end of the Fiscal Year for which they are approved after the
audited financial results are made available to the Committee;

       

      (iv)  the Committee will be
assisted in administering the Plan by the Chief Executive Officer, and the
Officers, employees and departments of the Company designated by the Chief
Executive Officer;

       

      (v) the Committee will monitor the Plan
and make adjustments and interpretations, from time to time as it determines, in
its sole discretion to be appropriate;

       

      (vi) goals and performance criteria
established pursuant to the Plan can be modified by the Committee during the
Fiscal Year of the Company for which such goals and criteria were established if
conditions outside the control of the Company or unit arise that made such goals
and criteria obsolete or unreasonable (including increasing or decreasing the
standards involved or replacing them in their entirety); and

       

      (vii) periodic and frequent
communication will be made by the Committee to Participants in the Plan who are
Executive Officers concerning the Plan’s provisions, 

       

      
        

           

          
            	
                    Amended and Restated
      in 2009

                  


          

        

        
          
             

          

          
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      the
goals, standards and criteria established pursuant to the Plan, and the relevant
operating and financial information of the Company, its divisions, subsidiaries,
and business units thereof.

       

      8.           Payment of Incentive
Awards.  Any Incentive Award to a Participant in the Plan shall
be paid to such Participant as soon as is practicable after the Committee has
approved the amount for that period.  Said payments shall be deemed
additional compensation to such Participant, and payroll taxes shall be withheld
from said payments in accordance with all applicable federal, state and local
laws.

       

      9.           Required Repayment
Provision.  Notwithstanding anything in the Plan to the
contrary, all or a portion of the Incentive Award made to Participants under
this plan 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
Participant 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 Participant, (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 Participant under the Incentive 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
Participant’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 Participant and the Corporation.

       

      10.           Change in Control; Minimum
Incentive Awards.  Notwithstanding anything to the contrary
stated in this Plan, in the event of a Change in Control in any Plan Year, each
Participant in the Plan shall be paid an Incentive Award which is not less than
the prorated portion of the Incentive Award such Participant would otherwise
receive for that Plan Year through the date of such Change in Control; provided
however that that the Company will assume that all thresholds and targets as
specified in Section 7 for such Plan Year shall have been met; and provided
further, that the Incentive Award shall be reduced by any amount otherwise
payable by the Company to the Participant under any other plan, agreement or
arrangement based on substantially the same performance goals, criteria and/or
factors as are applicable under this Plan for that period of time and
performance.

       

      
        

           

          
            	
                    Amended and Restated
      in 2009

                  


          

        

        
          
             

          

          
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      11.           Nature of Incentive
Awards.

       

      (a)           Incentive
Awards shall be paid only from the general assets of the Company, and no
separate fund nor trust of any kind shall be created or held for the benefit of
any person under this Plan.  No additions to, and no interest or other
earnings on the actual Incentive Award amount shall accrue or be payable to any
Participant.

       

      (b)           Incentive
Awards shall be paid in the form of a lump sum cash payment; provided, that the
amount of the cash payment determined under this Plan may be reduced by an
amount attributable to a grant or award of Common Stock which is made to the
Executive Officer for his/her performance under and pursuant to the terms and
provisions of the Long-Term Incentive Plan (“Long-Term Incentive Plan Stock
Award”) as the Committee, in its sole discretion, may determine for any Plan
Year.  It is intended that no Common Stock shall be issued as a part
of any Incentive Award under or pursuant to this Plan, that any such Long-Term
Incentive Plan Stock Award shall be issued exclusively from and under the
Long-Term Incentive Plan, provided, however, that the Committee, in its sole
discretion, may take into account such a Long-Term Incentive Plan Stock Award
and reduce the cash payment amount of an Incentive Award to paid under this Plan
by an amount that it attributable to part or all of the value or amount of such
a Long-Term Incentive Plan Stock Award.

       

      (c)           Incentive
Awards paid to Participants under this Plan shall constitute additional special
incentive compensation to such Participants to the extent provided herein, and
are not a part of any Participant’s regular salary.  The payment of an
Incentive Award to a Participant for any Plan Year shall not constitute or be
considered as any increase or change of such Participant’s regular ongoing
salary and compensation otherwise payable by the Company for the Plan Year or
any subsequent period of employment.  The payment of any Incentive
Award under this Plan is completely discretionary with the Board of Directors
and the Committee, as herein provided, and no person shall have any claim to be
granted or to receive any Incentive Award or other amount, benefit or payment,
and no Participant or other person shall have authority to assign or transfer
any Incentive Award or other rights, benefits or payments hereunder, or to enter
into any agreement with any person for the payment of any Incentive Award, or to
make any representation or warranty with respect thereto.

       

      12.           Terms of
Employment.  This Plan does not create a contract of employment
between the Company and any Participant.  This Plan does not limit the
right of the Company to assign or reassign a Participant to a different job or
position, to change his/her title, authority, duties or rate of compensation, or
to discharge or terminate a Participant for any reason, or for no
reason.

       

      
        

           

          
            	
                    Amended and Restated
      in 2009

                  


          

        

        
          
             

          

          
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      13.           Termination of
Employment.

       

      (a)           Generally.  Except
as otherwise provided herein, upon a Participant’s termination of employment
with the Company, the Participant’s rights, if any, to an Incentive Award
hereunder shall terminate.  Except as otherwise provided herein, a
Participant must be employed on December 31 of a Fiscal Year or the last day of
any other applicable measurement period in order to receive an Incentive Award
with respect to the Fiscal Year or measurement period,
respectively.

       

      (b)           Death, Disability or
Retirement.  In the event the Participant’s employment is
terminated due to death, Disability or Retirement, the Participant (or the
Participant’s beneficiary) shall be paid an Incentive Award which is not less
than the prorated part of the Incentive Award such Participant would otherwise
receive for that Plan Year based on the Company’s performance through the date
of such termination.

       

      14.           Amendment or
Termination.  Notwithstanding anything to the contrary
expressed or implied herein, the Company may at any time amend, modify, suspend
or terminate the Plan by resolution adopted by the Board of
Directors.  The amendment, modification, suspension or termination of
the Plan may be made upon such terms and conditions as the Board of Directors,
in its sole discretion, determines to be appropriate, and may involve
modification, suspension or termination of any anticipated or possible future
Incentive Awards to Participants under the Plan which have not been paid, even
if the particular performance goals and criteria for such Incentive Awards or
payment thereof have been established for a Plan Year.

       

      15.           Applicable
Law.  This Plan shall be governed by and construed in
accordance with the laws of the State of Oklahoma (regardless of the law that
must otherwise govern under applicable Oklahoma principles of conflict
laws).

       

       

      
        
          
            	
                    Amended and Restated
      in 2009

                  


          

        

        
          
             

          

          
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