BOK Financial Corporation
Proxy
Appendix A
BOK FINANCIAL CORPORATION
2003 STOCK OPTION PLAN
January 1, 2003
Adopted by Action of the Board of Directors
of
BOK Financial Corporation taken March 19, 2003
On ____________, 2003 BOK Financial Corporation registered on Securities
and Exchange Commission Form S-8 pursuant to the Securities Act of 1933,
2,000,000 shares of BOK Financial Corporation Common Stock, $0.00006 par value,
for issuance in connection with the BOKF 2003 Stock Option Plan. This document
constitutes part of a Section 10(a) Prospectus covering the securities that have
been registered under the Securities Act of 1933. The documents constituting the
Section 10(a) Prospectus are held in a file maintained by the Benefits
Department of Human Resources and may be reviewed or obtained, without charge,
upon written or oral request made to the Compensation Department of Human
Resources of Bank of Oklahoma, National Association, P.O. Box 2300, Tulsa,
Oklahoma 74172, telephone number (918) 588-6277.
BOKF 2003 STOCK OPTION PLAN
SECTION 1. ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN.
1.1 Establishment. BOK Financial Corporation (the "Corporation" or
"BOKF"), an Oklahoma corporation, hereby establishes the "BOKF 2003
Stock Option Plan" (the "BOKF 2003 Plan") for designated employees of
the Corporation and of various direct and indirect subsidiaries of the
Corporation (collectively, "BOKF").
1.2 Purpose. The purpose of the BOKF 2003 Plan is to advance the interests
of the Corporation (i) by encouraging and providing for the
acquisition of an equity interest in the Corporation by key employees
of BOKF and (ii) by enabling BOKF to attract and retain the services
of key employees whose judgment, interest, and special effort are
desired for the successful conduct of operations.
1.3 Effective Date. The BOKF 2003 Plan shall become effective on January
1, 2003 (or on such later date as a registration statement in respect
of the BOKF 2003 Plan on Securities and Exchange Commission Form S-8
shall become effective).
SECTION 2. THE 2003 OPTIONS. The options ("2003 Options") established hereby are
the right to purchase shares of Common Stock of the Corporation on the terms and
conditions hereafter set forth in this and succeeding sections of the BOKF 2003
Plan:
2.1 The Common Stock subject to the 2003 Options shall be the Common Stock
of the Corporation, par value $0.00006 per share ("BOKF Common
Stock").
2.2 The owners of the 2003 Options shall be those employees (hereafter
called a "Participant") to whom a letter of award ("Award Letter") is
hereafter delivered by the Independent Compensation Committee of the
Corporation. The Corporation may issue Award Letters at any time prior
to December 31, 2005.
2.3 The 2003 Options owned by each Participant shall entitle the
Participant, subject to the terms and conditions hereof, to purchase
that number of shares of BOKF Common Stock set forth in one or more
Award Letters delivered to the Participant from time to time
("Participant's 2003 Option Shares"). Each Award Letter shall bear the
date on which the Award Letter is issued (the "Award Date"). The total
number of shares of BOKF Common Stock subject to 2003 Options shall be
2,000,000. The maximum number of shares of BOKF Common Stock subject
to the 2003 Options that may be granted to a Participant during a
calendar year period is 100,000. If the employment of a Participant is
terminated for any reason and such Participant has not exercised the
2003 Options with respect to any shares, the Corporation may award
2003 Options in respect of such shares to existing Participants or to
additional Participants by issuing additional Award Letters before
December 31, 2005.
2.4 The purchase price of shares subject to the 2003 Options shall be the
fair market value for BOKF Common Stock on NASDAQ on the date of the
Award Letter (the "Option Price").
2.5 The 2003 Options may be exercised in accordance with, and only in
accordance with, the following schedule:
2.5.1At any time and from time to time one calendar year after the
Award Date and prior to four calendar years after the Award Date,
with respect to one seventh (1/7) of the 2003 Option Shares set
forth in the Award Letter.
2.5.2At any time and from time to time two calendar years after the
Award Date and prior to five calendar years after the Award Date,
with respect to one seventh (1/7) of the 2003 Option Shares set
forth in the Award Letter.
2.5.3At any time and from time to time three calendar years after the
Award Date and prior to six calendar years after the Award Date,
with respect to one seventh (1/7) of the 2003 Option Shares set
forth in the Award Letter.
2.5.4At any time and from time to time four calendar years after the
Award Date and prior to seven calendar years after the Award
Date, with respect to one seventh (1/7) of the 2003 Option Shares
set forth in the Award Letter.
2.5.5At any time and from time to time five calendar years after the
Award Date and prior to eight calendar years after the Award
Date, with respect to one seventh (1/7) of the 2003 Option Shares
set forth in the Award Letter.
2.5.6At any time and from time to time six calendar years after the
Award Date and prior to nine calendar years after the Award Date,
with respect to one seventh (1/7) of the 2003 Option Shares set
forth in the Award Letter.
2.5.7At any time and from time to time seven calendar years after the
Award Date and prior to ten calendar years after the Award Date,
with respect to one seventh (1/7) of the 2003 Option Shares set
forth in the Award Letter.
2.6 The 2003 Options may be exercised only by delivering (i) a written
notice of exercise (stating the fact that 2003 Options are being
exercised, the Award Date, and the number of shares being purchased)
and (ii) payment in full of the purchase price of the shares being
purchased to the Compensation Department of Human Resources of Bank of
Oklahoma, National Association. Payment shall be made (i) by personal
check of the Participant, (ii) in cash or its equivalent, or (iii) by
tendering shares of BOKF Common Stock having a value equal to the
purchase price based on the closing price quoted for BOKF Common Stock
on NASDAQ on the trading day immediately preceding the date of
exercise, or (iv) a combination of (i), (ii), or (iii).
2.7 The Corporation shall deliver to the Participant the certificates
representing the shares purchased pursuant to the exercise of the 2003
Options within thirty (30) days of the date of exercise.
2.8 BOKF Common Stock acquired pursuant to the 2003 Options may be resold
only pursuant to the provisions of Section 4 hereof.
SECTION 3. PROVISIONS APPLICABLE TO THE 2003 OPTIONS. The following provisions
shall apply to the 2003 Options and all BOKF Common Stock issued pursuant
thereto.
3.1 Non-Transferability. The 2003 Options may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, otherwise
than by will or by the laws of descent and distribution.
3.2 Termination of 2003 Options Upon Termination of Employment of
Participant. If the employment of the Participant by BOKF shall
terminate for any reason including death, disability, retirement,
resignation or involuntary termination (whether such involuntary
termination is with or without cause), the Participant's 2003 Options
shall automatically terminate, to the extent not previously exercised,
provided:
3.2.1The Chairman of the Board and the Chief Executive Officer may, in
their sole discretion (which discretion may be exercised
arbitrarily) subject to approval of the Board of Directors of the
Corporation, extend the termination of the Participant's 2003
Options in special circumstances.
3.2.2In the event of the termination of employment of a participant by
reason of death or disability, the Participant (or, in the event
of death, the personal representative of the Participant) may
purchase, any of Participant's 2003 Option Shares which the
Participant had the right to purchase immediately preceding the
date of the Participant's termination of employment within the
period of time such Participant could have, but for such
termination, purchased such 2003 Option Shares.
3.2.3In the event a Participant's employment is involuntarily
terminated by BOKF without cause (determined in accordance with
Section 3.2.5) and such involuntary termination without cause is
within one year of a Change of Control (as defined in Section
3.2.4), the Participant may purchase, within 90 days of the date
of the Participant's termination of employment, all of
Participant's 2003 Option Shares (to the extent not previously
purchased).
3.2.4A Change of Control shall be deemed to have occurred if, and only
if:
3.2.4.1 George B. Kaiser, affiliates of George B. Kaiser, and/or
members of the family of George B. Kaiser collectively cease
to own more shares of the voting capital stock of BOKF than
any other shareholder (or group of shareholders acting in
concert to control BOKF to the exclusion of George B.
Kaiser, affiliates of George B. Kaiser, or members of the
family of George B. Kaiser); or,
3.2.4.2 BOKF shall cease to own more than 50% of the voting
capital stock of Bank of Oklahoma, National Association.
3.2.5A Participant shall be deemed to have been terminated for cause
if the Board of Directors of BOKF determines (in its sole
discretion provided only that such discretion is exercised with
honesty in fact) that the Participant was terminated by reason of
(i) any failure to substantially perform Participant's employment
obligations to BOKF in a satisfactory manner, (ii) any
intentional act materially injurious to BOKF, (iii) any act of
moral turpitude, (iv) any material dishonest or fraudulent act,
or (v) any refusal to obey orders or instructions of the
Participant's appropriate supervisors or seniors.
3.2.6A Participant shall be deemed employed by BOKF so long as and
only so long as the employee is in the employment of BOK
Financial Corporation or a direct or indirect subsidiary of BOK
Financial Corporation in which BOK Financial Corporation owns,
directly or indirectly, more shares of the voting capital stock
than any other shareholder (or group of shareholders acting in
concert to control such subsidiary to the exclusion of BOKF).
3.3 Adjustments. If there are any changes in the capitalization of the
Corporation affecting the number or kind (after the recapitalization)
of issued and outstanding shares of BOKF Common Stock (existing
immediately prior to the change in capitalization), whether such
changes have been occasioned by reorganization, combination of shares,
declaration of stock dividends, stock splits, reverse stock splits,
reclassification or recapitalization of such stock, the merger or
consolidation of the Corporation with some other corporation or other
similar transaction, then the number and kind of shares then subject
to the 2003 Options and the price to be paid therefor, shall be
appropriately adjusted by the Corporation; provided, however, that in
no event shall any such adjustment result in the Corporation being
required to sell or issue a fractional share of stock.
3.4 Waiver of Shareholder Rights. The Participant or other person entitled
to exercise 2003 Options shall have no rights as a stockholder with
respect to any shares subject thereto until the Participant or such
person shall have exercised the 2003 Options and shall thereafter have
become the holder of record of such shares and no adjustment (except
such adjustments as may be effected pursuant to the provisions of
Section 3.3 hereof) shall be made for dividends or distributions of
rights in respect of such shares for which the record date is prior to
the date on which the Participant or such person so becomes the holder
of record.
SECTION 4. REOFFER OR RESALE OF BOKF STOCK ACQUIRED PURSUANT TO EXERCISE OF THE
2003 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
Participant pursuant to the 2003 Options shall be subject to the following terms
and conditions:
4.1 Reoffer or Resale by Affiliate. If the Participant is an affiliate of
the Corporation, the reoffer or resale of BOKF Common Stock may be
made by the Participant only (i) by means of a reoffer prospectus
pursuant to an effective registration statement on Form S-8 or (ii) in
accordance with the provisions of SEC Rule 144 or (iii) pursuant to
the determination of the Corporation's general counsel that there is
an available exemption under the federal and state securities laws.
4.2 Reoffer or Resale by Non-Affiliate. If the Participant is not an
affiliate of the Corporation, the reoffer or resale is not subject to
restriction, except as set forth in Section 4.3 of this BOKF 2003
Plan.
4.3 Prior Approval of Counsel. Prior to reoffering or reselling any BOKF
Common Stock acquired pursuant to a 2003 Option, the Participant shall
advise the Compensation Department of Human Resources of Bank of
Oklahoma, National Association which shall refer the matter to the
Corporation's general counsel. The Corporation's general counsel shall
determine whether the Participant is an affiliate or a non-affiliate
of BOKF. If the Corporation's general counsel determines Participant
is an affiliate, the Participant shall offer and sell the BOKF Common
Stock only as provided by Section 4.1.
4.4 Reoffer Prospectus. BOKF shall use its reasonable best efforts to
provide any Participant who is an affiliate and desires to sell BOKF
Common Stock with a reoffer prospectus at reasonable times.
SECTION 5. NOT AN EMPLOYMENT AGREEMENT. This BOKF 2003 Plan is not an employment
agreement. Nothing contained herein shall be construed to limit or restrict the
right of BOKF to terminate the Participant's employment or services at any time,
with or without cause, or to increase or decrease the Participant's
compensation.
SECTION 6. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
shall apply to the BOKF 2003 Plan:
6.1 This BOKF 2003 Plan is made and executed in Tulsa County, Oklahoma.
6.2 This BOKF 2003 Plan shall be subject to, and interpreted in accordance
with, the laws of the State of Oklahoma.
6.3 This BOKF 2003 Plan is the entire agreement of the parties respecting
the subject matter hereof. There are no other agreements, whether oral
or written, respecting the subject matter hereof.
6.4 Rights and obligations arising under the BOKF 2003 Plan may not be
assigned.
SECTION 7. ADDITIONAL INFORMATION.
7.1 ERISA Not Applicable. The BOKF 2003 Plan is not subject to the
provisions of the Employee Retirement Income Security Act.
7.2 No Reports to Participants. No reports shall be required to be
delivered to the Participants as to the status of their participation
in the BOKF 2003 Plan. However, a Participant may contact the
Compensation Department of Human Resources of Bank of Oklahoma,
National Association to determine the number of shares unexercised by
the Participant under such Participant's 2003 Options and the last
date on which such options may be exercised.
7.3 Tax Effects. The BOKF 2003 Plan is not qualified under Section 401(a)
at the Internal Revenue Code. The tax effects of the BOKF 2003 Plan
are:
7.3.1BOKF will be entitled to an income tax deduction at the date of
exercise of the 2003 Options by the Participants. The amount of
the deduction will be equal to the spread between the fair market
value of the option stock (as quoted by NASDAQ) and the Option
Price.
7.3.2Participants will recognize income at the date of exercise of the
2003 Options in an amount equal to the deduction allowed to BOKF,
as defined in Section 7.3.1. Income recognized due to the
exercise of a 2003 Option will be subject to withholding and
reported to the employee on form W-2. Participants will not be
subject to any further income recognition until a taxable
transaction occurs involving the purchased stock. The basis in
the stock is equal to the fair market value at the date of
exercise, and future transactions will be subject to capital
asset rules.
7.4 Administration of the BOKF 2003 Plan. The Chairman of the Board and
the Chief Executive Officer of BOKF shall designate (subject to
approval of the Board of Directors, acting by a vote of, or of a
committee of two or more of the Board of Directors of BOKF consisting
of, members who are Non-Employee Directors within the meaning of SEC
Rule 16b-3(b)(3)) those employees of BOKF who shall be Participants
and the Independent Compensation Committee shall establish the number
of shares subject to each such Participant's 2003 Options. The members
of the Board of Directors of the Corporation are elected by the
stockholders of the Corporation. The Chairman of the Board and the
Chief Executive Officer are elected by the Board of Directors. Members
of the Independent Compensation Committee consist of Outside Directors
within the meaning of the provisions of Treasury Regulation ss.
1.162-27(e)(3) and are elected by the Board of Directors.
7.5 Eligibility to Participate. All employees of BOKF are eligible to be
designated as Participants. Participants shall be designated based
upon a subjective determination of the present and potential
contributions of the employee to the success of the business of the
Corporation.
7.6 Shares to be Issued. The shares of BOKF Common Stock to be issued
pursuant to the exercise of the 2003 Options shall be shares of
authorized but unissued Common Stock of the Corporation.
7.7 No Liens or Charges. No lien or other charge may be placed on the 2003
Options.
7.8 Incorporation of Certain Documents by Reference. The Corporation is
subject to the information reporting requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission (the
"Commission"). The following documents filed with the Commission are
incorporated in this part of the Section 10(a) Prospectus by
reference:
7.8.1Registration Statement on Form S-1 and the Prospectus included
therein (Registration No. 33-40950), as amended, filed under the
Securities Act of 1933 with the Commission and declared effective
on August 13, 1991.
7.8.2Registration Statement on Form 10 (Registration No. 0-19341),
filed under the Exchange Act with the Commission, and subsequent
amendments thereto filed on Form 8.
7.8.3Information Statement and Prospectus Supplement filed with the
Commission on November 20, 1991, under the Exchange Act and also
under the Securities Act of 1933.
7.8.4Quarterly Report on Form 10-Q for the three months ended March
31, 2002 filed with the Commission for the First Quarter, 2002
filed May 14, 2002.
7.8.5Quarterly Report on Form 10-Q for the three months ended June
30, 2002 filed with the Commission for the Second Quarter, 2002
filed August 14, 2002.
7.8.6Quarterly Report on Form 10-Q for the three months ended
September 30, 2002 filed with the Commission for the Third
Quarter, 2002 filed November 14, 2002.
7.8.7The description of BOKF's capital stock contained on page 2 in
the Registration Statement on Form 10, as amended by filings on
Form 8, filed under the Exchange Act (Registration No. 0-19341),
including any amendment or report filed for the purpose of
updating such description.
7.8.82001 Annual Report on Form 10-K filed with the Commission on
March 27, 2002.
Additionally, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration statement
and to be part thereof from the date of filing of such documents.
All documents incorporated by reference in this part of the
Section 10(a) Prospectus and all other documents required to be
delivered to employees pursuant to Rule 428(b) of the Securities Act
of 1933 may be obtained, without charge, upon written or oral request
to the Compensation Department of Human Resources of Bank of Oklahoma,
National Association at P.O. Box 2300, Tulsa, Oklahoma 74192,
telephone number (918) 588-6547. Any additional information about the
BOKF 2003 Plan or its administrators may also be obtained by
contacting the Compensation Department of Human Resources of Bank of
Oklahoma, National Association.
Adopted by action of the Board of Directors of BOKF Financial
Corporation taken March 19, 2003.
/s/ Frederic Dorwart
Frederic Dorwart, Secretary to the Board