exhibit_10-1.htm


     

    Exhibit
10.1

     

     

     

     

     

    

     

    
      


       

      JOHN
W. GIBSON

      CHEIF
EXECUTIVE OFFICER

       

      June 16,
2009

       

      Samuel
Combs

      P 0 Box
1647

      Tulsa, OK
74101-1647

       

      Dear
Sam:

       

      Your
request to resign and retire in all capacities from ONEOK, Inc. and its
subsidiaries, divisions and affiliates (the "Company") has been accepted. Your
last day of employment is June 17, 2009. The following payments or benefits
accrue automatically as of the last day of your employment:

       

      
        	
                ·  

              	
                Your
      vested balance in the Thrift Plan for Employees of ONEOK,
    Inc.

              


      

      
        	
                ·  

              	
                Benefits
      as a member of the Retirement Plan for Employees of ONEOK,
      Inc.

              


      

      
        	
                ·  

              	
                Benefits
      as a Participant in and as described in the ONEOK, Inc. Supplemental
      Executive Retirement Plan.

              


      

      
        	
                ·  

              	
                Benefits
      as a Participant in and as described in the Employee Nonqualified Deferred
      Compensation Plan and the 2005 Nonqualified Deferred Compensation
      Plan.

              


      

       

      In
exchange for your resignation and retirement, and in exchange for the following
release of claims, the Company offers the following which is in addition to the
items above to which you are already entitled and is an amended list from the
letter agreement delivered to you on May 26, 2009:

       

      
        	
                ·  

              	
                
                  A
      lump sum payment of $925,000, less normal employment tax-related
      withholdings.

                

              


      

      
        	
                ·  

              	
                
                  With
      respect to your outstanding Restricted Unit. Award Agreements, the Company
      will vest you as a retiring employee as of your last day of employment
      pursuant to the terms of the applicable Plan in the applicable percentage
      of the Restricted Units which is determined by dividing the number of full
      months which have elapsed under each Restricted Period as of June 17, 2009
      by the number of full months in each restriction period of the applicable
      Plan.

                

              


      

      
        	
                ·  

              	
                
                  With
      respect to your outstanding Performance Unit Award Agreements, the Company
      will vest you as a retiring employee as of your last day of employment
      pursuant to the terms of the applicable Plan in the applicable percentage
      of the Performance Units which is determined by dividing the number of
      full months which have
elapsed

                

              


      

      
      

       

      
        
          
            100 West Fifth
Street ·
Tulsa, OK 74103-4298

            P.O. Box 871
·
Tulsa, OK 74102-0871

            www.oneok.com

          

        

        
          
          

          
            

          

        

        
          
            Samuel Combs

            Page 2 of 4

            June 16, 2009

          

        

      

       

      
      

      
        	
                 

              	
                
                  
                    under
      each Performance Period as of June 17, 2009 by the number of full months
      in each restriction period of the applicable Plan. You will then be
      eligible for a prorated distribution based on the foregoing percentage at
      the end of the Performance Period and following application of the
      performance criteria as provided in each of the applicable Awards and
      determined by the Committee.

                  

                

              


        	
                ·  

              	
                
                  
                    With
      respect to the Non-Statutory Stock Option Agreements, we will treat you as
      having retired for the purposes of determining the exercise rights for
      your outstanding vested options as of June 17,
      2009.

                  

                

              


        	
                ·  

              	
                
                  
                    As
      a retiree, you will be eligible to receive a prorated portion of your 2009
      Short Term Incentive through June 17, 2009, calculated with an individual
      performance factor of 75%. The actual company performance factor for 2009
      performance will also be applied. You will be paid any 2009 short term
      incentive at the same time as other retirees of the Company are paid
      incentives in the spring of
2010.

                  

                

              


        	
                ·  

              	
                
                  
                    With
      respect to your participation in Part B of the Company's Supplemental
      Executive Retirement Plan (the "SERP"), you will be credited with a
      service factor of 55% and an early commencement factor of 75%. Otherwise,
      all other terms and provisions of the SERP will
      apply.

                  

                

              


        	
                ·  

              	
                
                  The
      Company will reimburse you for up to $20,000 in reasonable expenses
      incurred by you associated with a senior executive outplacement service
      for one year commencing on June 18,
2009.

                

              


        	
                ·  

              	
                
                  
                    You
      and the Company have mutually agreed on an appropriate public announcement
      of your retirement as described on the attached Exhibit A. Except for any
      public disclosure required by law for the Company to make, this public
      announcement will be the only information shared by the Company with
      prospective employers that contact the Company for a reference anytime
      after June 17, 2009.

                  

                

              


        	
                ·  

              	
                
                  
                    The
      company will update e-mail and voice-mail acknowledgements to contain
      appropriate announcement information of your retirement, along with
      forwarding information, for a minimum of one month commencing on June 18,
      2009.

                  

                

              


      

      
      

       

      You agree
that the mutual covenants contained herein represent full and complete
compensation to you by the Company for all services rendered and to be rendered
by you up to and including the last day of your employment on June 17,
2009.

       

      As part
of the consideration for this agreement, you agree to and do hereby release and
discharge ONEOK, Inc., its divisions, subsidiaries, and affiliates and their
employees, officers, directors, and agents from all present or future claims,
damages, lawsuits, injuries, liabilities, causes of action, demands for money or
other consideration that you have or may have whether

       

      
        
          
             

          

        

        
          
          

          
            

          

        

        
          
            Samuel Combs

            Page 3 of 4

            June 16, 2009

          

        

      

       

      
        known to
you or not, relating directly or indirectly to your employment or the separation
of your employment. This release of the Company and its employees, officers,
directors, and agents is a release from any and all claims, damages, lawsuits,
injuries, liabilities and causes of action that you may have under any city
ordinance or state, federal or common law meant to protect workers in their
employment relationships. This release includes, without limitation, all claims
of discrimination in employment relating to race, color, sex, religion, national
origin, handicap, disability, equal pay, veteran's status and age, all claims of
retaliation, including, but not limited to all claims arising under the
following statutes and/or legal theories: Americans with Disabilities Act, Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the
Equal Pay Act, 42 U.S.C. Sections 1981, 1981a, 1983 and 1985, Executive Orders
11246 and 11141, the Rehabilitation Act, the Civil Rights Act of 1991, the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Family Medical
Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security
Act ("ERISA"), the Labor Management Relations Act, and all Unemployment
Compensation laws, libel, slander, defamation, invasion of privacy, outrageous
conduct, intentional or negligent infliction of emotional distress, respondent
superior, negligence and negligent hiring or retention. This release applies to
all such claims, whether known to you or not, arising either directly or
indirectly out of your employment at the Company. You specifically understand
and agree that among the claims, damages, lawsuits, injuries and causes of
action that you are releasing are those that you may have against the Company
under the Age Discrimination in Employment Act (29 U.S.C. Sections 621-634), and
any other federal, state or local law prohibiting age discrimination in
employment, whether known to you or not, including without limitation claims
arising directly or indirectly out of your employment by the Company. This
release and waiver of rights is granted by you on behalf of yourself, your
heirs, and assigns.

        


        You also
shall keep the terms of this agreement confidential, except where such terms and
conditions are required to be revealed by administrative regulation or any order
of a court or administrative tribunal or as is necessary to be utilized by your
attorney or other advisers.

        


        This
agreement shall represent the entire agreement between you and the Company with
respect to the subject matter hereof, with the exception of such plans and
agreements as are specifically referenced herein. No other representations,
written or oral, with respect thereto, shall be binding upon the company. The
failure of the Company to enforce any provision of this agreement shall not
constitute a waiver by the Company of any right it has under this agreement or
otherwise.

        


        YOU ARE
ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.

        


        If you
decide to sign and return this letter to the Company on or before midnight on
June 17, 2009, you have
7 days after the
date of your signature to revoke it, and this agreement will not take effect
until the 7 day revocation period has
expired.  If you decide to revoke it, you must



      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Samuel Combs

            Page 4 of 4

            June 16, 2009

          

        

      

       

      
        communicate
your revocation in written detail to me on or before midnight on June 24, 2009.
Payments referred to herein will not be paid until the 7 day revocation period has
expired.

        


        The
parties to this Agreement understand and agree that neither this Agreement nor
any action taken hereunder is to be construed as an admission by either party of
any violation of any local, state, federal, or common law.  Any such
violation(s) are expressly denied by the parties.

        


        If the
foregoing terms and conditions are acceptable to you, please indicate your
agreement and willingness to be bound by the terms and conditions herein by
executing this agreement in the space below.

      

      
         

      

       

      Sincerely,

       

       

      /s/ John W.
Gibson

      John W. Gibson

       

      Accepted by and agreed to:

       

       

      /s/ Sam Combs

      Sam Combs

       

      June 16, 2009

      Date

      
         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

       

      

       

      
        

        

      

      
        	
                June
      00, 2009

              	 
    	
                Analyst
      Contact:

              	
                Dan
      Harrison

              
	 
    	 
    	 
    	
                918-588-7950

              
	 
    	 
    	
                Media
      Contact:

              	
                Megan
      Washbourne

              
	 
    	 
    	 
    	
                918-588-7572

              


      

       

       

      
        ONEOK
Announces Combs' Retirement;

        Norton
Assumes Responsibilities

         

        TULSA,
Okla. – June 00, 2009 - ONEOK, Inc. (NYSE:OKE) today announced the retirement of
Samuel Combs III, president of ONEOK Distribution Companies, after nearly 25
years of service. Pierce H. Norton II, ONEOK executive vice president, has
assumed Combs' responsibilities.

         

        "We
wish Sam well in his pursuit of new opportunities and thank him for his years of
valued service and many contributions to ONEOK," said John W. Gibson, ONEOK
chief executive officer.

         

        Combs
joined Oklahoma Natural Gas, a division of ONEOK, in 1984 and held various
engineering, marketing and management positions with the company. Combs became
president of Oklahoma Natural Gas in 2001 and had been in his current position
since 2005.

         

        A
past president of Leadership Oklahoma, Combs has been active as a leader in the
community and the state. He was recognized by Black
Enterprise magazine on its list of the "75 Most Powerful African
Americans in Corporate America." Combs was also honored as an Oklahoma Star" by
Governor Brad Henry and the Oklahoma Department of Commerce.

         

        A
native of Bristow, Oklahoma, Combs holds a Bachelor of Science degree in
industrial engineering from Oklahoma State University in Stillwater, where he
received the Distinguished Alumni Award. He graduated from the Ross School of
Business Executive Program at the University of Michigan, Ann Arbor, in 1999 and
has completed advanced studies at Harvard University.

         

          
            

          

        

         

        ONEOK, Inc. (NYSE:
OKE) is a diversified energy company. We are the general partner and own 47.7
percent of ONEOK Partners, L.P. (NYSE: OKS), one of the largest publicly traded
master limited partnerships, which is a leader in the gathering, processing,
storage and transportation of natural gas in the U.S. and owns one of the
nation's premier natural gas liquids (NGL) systems, connecting NGL supply in the
Mid-Continent and Rocky Mountain regions with key market centers. ONEOK is among
the largest natural gas distributors in the United States, serving more than two
million customers in Oklahoma, Kansas and Texas. Our energy services operation
focuses primarily on marketing natural gas and related services throughout the
U.S. ONEOK is a Fortune 500 company.

         

        For information about ONEOK, Inc.,
visit the Web site: www.oneok.com. 

        OKE-G

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
A

        


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