Exhibit 10.4.3 (b)
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made this 29th day of September,
2003 (the "Agreement Date") between the following parties ("Parties"):
(i) BOK Financial Corporation, an Oklahoma corporation ("BOKF"); and,
(ii) W. Jeffery Pickryl, an individual currently residing in Tulsa,
Oklahoma (the "Executive").
BOKF and Executive, in consideration of the promises and covenants set
forth herein (the receipt and adequacy of which are hereby acknowledged) and
intending to be legally bound hereby, agree as follows:
(1) Purpose of This Agreement. The purpose of this Agreement is as follows:
(a) BOKF is a multi-bank holding company, subject to regulation by the
Board of Governors of the Federal Reserve System. The subsidiary banks
of BOKF include Bank of Oklahoma, National Association ("BOk"), Bank
of Texas, National Association ("BoT"), Bank of Albuquerque, National
Association (BoA"), and Colorado State Bank and Trust, National
Association ("CSBT").
(b) The Executive is currently employed by Bank of Oklahoma, National
Association as Executive Vice-President, Commercial Banking.
(c) BOKF desires to employ Executive and Executive desires to accept
employment by BOKF as Senior Executive Vice-President of BOKF.
(d) The purpose of this Agreement is to set forth the terms and conditions
on which BOKF shall employ the Executive.
(2) Employment. BOKF hereby employs the Executive, and the Executive hereby
accepts employment with BOKF, on the following terms and conditions:
(a) Executive shall serve as Senior Executive-Vice President of BOKF.
Executive shall be responsible for the operations of BoT, BoA, and
CSBT.
(b) Executive shall devote all time and attention reasonably necessary to
the affairs of the BOKF and shall serve BOKF diligently, loyally, and
to the best of his ability.
(c) Executive shall serve in such other or additional positions as an
officer and/or director of the BOKF and any of its affiliates as the
Chief Executive Officer of BOKF may reasonably request; provided,
however,
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Executive's residence and place of work shall be in Dallas
Metropolitan area.
(d) Notwithstanding anything herein to the contrary, Executive shall not
be precluded from engaging in any charitable, civic, political or
community activity or membership in any professional organization.
(3) Compensation. As the sole, full and complete compensation to the Executive
for the performance of all duties of Executive under this Agreement and for
all services rendered by Executive to the BOKF and/or to any affiliate of
the BOKF:
(a) BOKF shall pay the Executive an annual salary (the "Annual Salary")
during the Term (as hereafter defined). Initially, the Annual Salary
shall be at the rate of $325,000 per year.
(i) The Annual Salary shall be payable in installments in arrears,
less usual and customary payroll deductions for FICA, federal and
state withholding, and the like, at the times and in the manner
in effect in accordance with the usual and customary payroll
policies generally in effect from time to time at BOKF.
(ii) The Annual Salary shall not be decreased at any time during the
Term (as hereafter defined) of this Agreement.
(iii)The Annual Salary may be increased annually in accordance with
BOKF's compensation review practices in effect from time to time
for senior executives.
(b) BOKF shall pay and provide to Executive pension, thrift, medical
insurance, disability insurance plan benefits, and other fringe
benefits, on the same terms and conditions generally in effect for
senior executive employees of the BOKF and its affiliates (the
"Additional Benefits").
(c) BOKF may, from time to time in BOKF's sole discretion consistent with
the practices generally in effect for senior executive employees of
the BOKF and its affiliates, pay or provide, or agree to pay or
provide, Executive a bonus, stock option, or other incentive or
performance based compensation.
(i) All such bonus, stock option or other incentive or performance
based compensation, regardless of its nature (hereinafter called
"Performance Compensation") shall not constitute Annual Salary.
(ii) BOKF shall consider Executive for the award of bonus and other
incentive compensation on the same terms and
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conditions as offered generally to the senior executive officers
of the BOKF; provided, however:
(A) BOKF shall pay Executive a minimum bonus of $150,000 for
year 2004, payable on or before March 15, 2005;
(B) BOKF shall provide an annual incentive award (as a percent
of Annual Salary) to Executive pursuant to BOKF's Executive
Incentive Compensation Plan as in effect from time to time
which award shall have a 50% target award and maximum of
100% performance award, subject to approval by the BOKF
Independent Compensation Committee; and,
(C) BOKF shall provide a long-term incentive award (as a percent
of Annual Salary) to Executive pursuant to BOKF's Executive
Incentive Compensation Plan as in effect from time to time
which award shall have a 100% target award and maximum of
150% performance award, subject to approval by the BOKF
Independent Compensation Committee in years 2005 and
following.
(d) BOKF shall reimburse Executive for reasonable and necessary
entertainment, travel and other expenses in accordance with BOKF's
standard policies in general effect for senior executives of BOKF and
its affiliates.
(e) BOKF shall consider Executive for the award of options to acquire
shares of BOKF Common Stock in respect of the BOKF stock option plan
at the time and on the same terms and conditions as offered generally
to the senior executive officers of BOKF and its affiliates. and, at
the election of Executive, BOKF shall issue to Executive, in lieu of
all or any part of the Options which would otherwise be awarded, BOKF
restricted shares (on the terms and conditions set forth in the BOKF
Executive Incentive Compensation Plan, "Restricted Shares").
(f) The Executive shall be allowed vacation, holidays, and other employee
benefits not described above in accordance with BOKF's standard policy
in general effect for senior executive employees of BOKF and its
affiliates.
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(g) BOKF shall permit Executive to participate in a deferred compensation
plan on the terms and conditions substantially the same as those
established from time to time for the Chief Executive Officer of BOKF.
(h) BOKF shall compensate and reimburse Executive for relocating from his
existing residence in Tulsa to the Dallas Metropolitan Area, as
follows:
(i) BOKF shall pay Executive $100,000 (grossed up for income taxes
(1)) as a relocation bonus, payable with two weeks following the
commencement of the Term;
(ii) BOKF shall purchase Executive's primary residence in Tulsa,
Oklahoma on the following terms and conditions:
(A) BOKF shall engage two real estate appraisers approved by
Executive (provided such approval is not unreasonable
withheld, delayed or denied) to provide two separate
appraisals.
(B) BOKF shall pay Executive the average of the two appraisals
but not less than the price paid by Executive for such
residence, less the payoff amount of any purchase money
mortgage on the residence.
(C) Executive shall convey the residence to BOKF, free and clear
of all liens, claims, and encumbrances (except any purchase
money mortgage on the resident), by general warranty deed.
(D) Usual and customary pro-rations shall be settled between
Executive and BOKF in connection with such purchase.
(E) The effective date of the purchase shall be the date on
which Executive's family vacates the Relocation Date (as
hereafter defined).
(1) The gross-up shall be calculated at the highest incremental rate actually
experienced by Executive. For example, if taxed in Oklahoma, the rate would be
as follows: assuming the highest tax bracket for federal, the Okla. state rate
less the federal benefit, medicare, and assuming the FICA limit has already been
met, the composite rate would be 41% broken down as follows: 35% Federal 4.55%
State (after federal deduction) 1.45% Medicare or a total 41%.
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(iii)BOKF shall reimburse Executive, against reasonable documentation
thereof, for usual and customary closing costs incurred in
connection with the purchase of a new primary residence in the
Dallas Metropolitan Area, grossed up for income taxes as provided
in footnote 1.
(iv) BOKF shall provide the services of a nationally recognized mover
to pack and move Executive's household goods to the Dallas
Metropolitan Area.
(v) BOKF shall reimburse Executive, against reasonable documentation
thereof, for the reasonable costs during the Relocation Period of
travel to Dallas, Texas by Executive's family for the purpose of
house hunting.
(i) BOKF shall reimburse Executive for the purchase of a country club
membership at a club in the Dallas Metropolitan Area, not exceeding
$75,000, mutually acceptable to BOKF and Executive. The reimbursement
shall be grossed up for income taxes as provided in footnote 1.
(j) Executive hereby agrees to accept the foregoing compensation as the
sole, full and complete compensation to Executive for the performance
of all duties of Executive under this Agreement and for all services
rendered by Executive to the BOKF or any affiliate of the BOKF.
(4) Term of Employment. The provisions of this Agreement shall apply to the
employment of Executive ("Employment") for the term (the "Term") commencing
on October 15, 2003 (the "Commencement") and ending on the third
anniversary of the Commencement provided that, unless one of the Party's
given written notice of termination ninety days prior to the expiration of
the Term (including any renewal of the Term), this Agreement shall
automatically renew for one year. Executive shall report for work in
Dallas, Texas full-time on the Commencement.
(5) Termination of Employment. Notwithstanding the provisions of paragraph 4 of
this Agreement, the Employment may be terminated on the following terms and
conditions:
(a) Termination by BOKF Without Cause. In the event BOKF terminates
Employment of Executive without cause:
(i) BOKF shall forthwith upon the effective date of such termination
(A) pay to Executive BOKF's standard severance pay and in
addition thereto (x) an amount equal to three times Executive's
then Annual Salary if the effective date of such termination is
prior to the first anniversary date of Commencement, (y) an
amount equal
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to two times Executive's then Annual Salary if the effective date
of such termination is on or after the first anniversary of
Commencement and prior to the second anniversary of Commencement,
or (z) an amount equal to Executive's then Annual Salary if the
effective date of such termination is on or after the second
anniversary of the Commencement, (B) the Executive shall, for the
remaining portion of the Term, be entitled to receive any
benefits, insured or otherwise, that Executive would otherwise be
able to receive under any Benefit Plan of the BOKF of which
Executive is a beneficiary in accordance with paragraph 3(b), (C)
Executive shall be entitled to receive pay for vacation in
accordance with BOKF's then existing policy for terminating
senior executive employees, and (D) Executive shall be entitled
to receive those amounts due Executive pursuant to paragraph 7(b)
and shall be bound by the Non-Participation Agreement and the
Non-Solicitation Agreement (as hereafter defined).
(ii) If, on or before the third anniversary of this Agreement,
Executive is terminated by BOKF for any reason other than for
cause following a Change of Control (as hereafter defined), BOKF
shall pay Executive upon such termination in one lump sum payment
an amount equal to the greater of (A) two times Executive's
Annual Salary at the time of termination or (B) the Annual Salary
which Executive would receive after such termination during the
period commencing with the termination and ending on the third
anniversary of this Agreement. As used herein, a Change Control
shall be deemed to have occurred if, and only if:
(A) 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,
(B) BOKF shall cease to own directly and indirectly more than
50% of the voting capital stock of the BOk.
(b) Termination by BOKF for Cause. BOKF may terminate the Employment for
cause on the following terms and conditions:
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(i) BOKF shall be deemed to have cause to terminate Executive's
Employment only in one or more of the following events:
(A) The Executive shall fail to substantially perform his
obligations under this Agreement except as a result of
Executive's incapacity due to physical or mental illness
after having first received notice of such failure and
thirty days within which to correct the failure;
(B) The Executive commits any act which is intended by Executive
to injure BOKF or any of its affiliates;
(C) The Executive is convicted of any criminal act or act
involving moral turpitude which the BOKF reasonably deems
adversely affects the suitability of Executive to serve BOKF
or any of its affiliates;
(D) The Executive commits any dishonest or fraudulent act which
the BOKF reasonably deems material to the BOKF, including
the reputation of the BOKF or any of its affiliates; or,
(E) Any refusal by Executive to obey orders or instructions of
the Chief Executive Officer of the BOKF unless such
instructions would require Executive to commit an illegal
act, could subject Executive to personal liability, would
require Executive to violate the terms of this Agreement,
are inconsistent with recognized ethical standards, or would
otherwise be inconsistent with the duties of an officer of a
national bank or a bank holding company.
(ii) BOKF shall be deemed to have cause to terminate Executive's
Employment only when a majority of the members of the Board of
Directors of the BOKF finds that, in the good faith opinion of
such majority, the Executive committed one or more of the acts
set forth in clauses (A) through (E) of the preceding
subparagraph, such finding to have been made after at least
twenty (20) business days' notice to the Executive and an
opportunity for the
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Executive, together with his counsel, to be heard before such
majority. The determination of such majority, made as set forth
above, shall be binding upon the BOKF and the Executive;
(iii)The effective date of a termination for cause shall be the date
of the action of such majority finding the termination was with
cause. In the event the BOKF terminates Executive's Employment
for cause, (A) BOKF shall pay Executive the Executive's then
Annual Salary through, but not beyond, the effective date of the
termination and (B) the Executive shall receive those Additional
Benefits accrued through but not beyond the effective date of
such termination which are thereafter payable under the terms and
provisions of benefit plans then in effect in accordance with
paragraph 3(b) above, (C) BOKF shall pay the Executive for
vacation in accordance with BOKF's then existing policy for
senior executive employees, and (D) Executive shall be bound by
the provisions of the Non-Solicitation Agreement.
(6) Provisions Respecting Illness and Death. In the event Executive is unable
to perform his duties under this Agreement on a full-time basis for a
period of six (6) consecutive months by reason of illness or other physical
or mental disability, and at or before the end of such period, Executive
does not return to work on a full-time basis, BOKF may terminate
Executive's Employment without further or additional compensation being due
the Executive from BOKF except Annual Salary accrued through the date of
termination, Additional Benefits accrued through the date of such
termination under benefit plans then in effect in accordance with paragraph
3(b) above, and vacation in accordance with BOKF's then existing policy for
senior executive employees, and the provisions of paragraph 7 shall apply.
Without limiting the generality of Paragraph 3(f), Executive shall upon
such termination receive those benefits provided in the BOKF long term
disability policy then in effect. In the event of the death of the
Executive, the Employment of the Executive shall automatically terminate as
of the date of death without further or additional compensation being due
the Executive, except BOKF shall pay to the estate of the Executive the
Annual Salary accrued through the date of termination and the Additional
Benefits accrued through the date of such termination under benefit plans
then in effect in accordance with paragraph 3(b) above.
(7) Agreement Not to Compete and Agreement Not to Solicit. Executive hereby
agrees as follows:
(a) Executive hereby agrees (the "Non-Competition Agreement") that, for a
period of two (2) years after the termination of Executive's
employment by BOKF for cause, and for a period of one (1) year
following termination of
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Employment for any reason other than cause (including the expiration
of the Term), Executive shall not directly or indirectly (whether as
an officer, director, employee, partner, stockholder, creditor or
agent, or representative of other persons or entities) engage in the
banking business or in any business in which the BOKF or any affiliate
of the BOKF has, as of the date of such termination engaged (the
"banking business" or "banking services"), in Dallas County, Texas,
Harris County Texas, Tarrant County, Texas, or any county in which
BoT, BoA, or CSBT maintains a banking office, or in any counties
contiguous to any of such counties (the "Trade Area"), provided that
the foregoing shall not apply to ownership by Executive of up to ten
percent (10%) of the common stock of a corporation traded on the
facilities of a national securities exchange engaged in the banking
business of which Executive is not a director, officer, employee,
agent or representative.
(b) Executive agrees (the "Non-Solicitation Agreement") that,for a period
of two (2) years following any termination of the Employment for
cause, and for a period of one (1) year following any termination of
the Employment for any reason other than cause (including expiration
of the Term), Executive shall not directly or indirectly (whether as
an officer, director, employee, partner, stockholder, creditor or
agent, or representative of other persons or entities) contact or
solicit, in any manner indirectly or directly, individuals or entities
who were at anytime during the original or any extended Term clients
of BOKF or any of its affiliates for the purpose of providing banking,
trust, investment, or other banking services provided by BOKF or any
of its affiliates during the Term or contact or solicit employees of
BOKF or any affiliates of BOKF to seek employment with any person or
entity except BOKF and its affiliates. This Non-Solicitation Agreement
shall not apply to ownership by Executive of up to ten percent (10%)
of the common stock of a corporation traded on the facilities of a
national securities exchange engaged in the banking business of which
Executive is not a director, officer, employee, agent or
representative.
(c) BOKF shall promptly following the executive of this Agreement pay
Executive $10,000 as additional consideration for the Non-Competition
Agreement which Executive agrees is, with the payment hereafter
described, full and fair consideration for such agreement. BOKF shall
pay Executive, in addition to any other amounts which may be due
Executive, during each year in which the Non-Competition Agreement is
in effect, $12,000 payable in installments in arrears, less usual and
customary payroll deductions for FICA, federal and state withholding,
and the like, at the times and in the manner in effect in accordance
with the usual and customary payroll policies generally in effect from
time to time at BOKF.
(d) Executive agrees that the Non-Competition Agreement and the
Non-Solicitation Agreement and all the restrictions set forth therein
are fair and reasonable.
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(e) Executive agrees that (i) any remedy at law for any breach of the
Non-Competition Agreement and/or Non-Solicitation Agreement would be
inadequate, (ii) in the event of any breach of the Non-Competition
Agreement and/or Non-Solicitation Agreement, the Non-Competition
Agreement and Non-Solicitation Agreement, as the case may be, shall
constitute incontrovertible evidence of irreparable injury to BOKF,
and (iii) BOKF shall be entitled to both immediate and permanent
injunctive relief without the necessity of establishing or posting any
bond therefor to preclude any such breach (in addition to any remedies
of law which BOKF may be entitled).
(8) Confidential Information.
(a) Executive acknowledges that, during the Term and prior to the Term,
Executive has had and will have access to Confidential Information,
all of which shall be made accessible to Executive only in strict
confidence; that unauthorized disclosure of Confidential Information
will damage the BOKF's business; that Confidential Information would
be susceptible to immediate competitive application by a competitor of
the BOKF; that BOKF's business is substantially dependent on access to
and the continuing secrecy of Confidential Information; that
Confidential Information is unique to the BOKF and known only to
Executive and certain key employees and contractors of BOKF; that the
BOKF shall at all times retain ownership and control of all
Confidential Information; and that the restrictions contained in this
paragraph are reasonable and necessary for the protection of the
BOKF's business.
(b) All documents or other records containing or reflecting Confidential
Information ("Confidential Documents") prepared by or
to which Executive has access are and shall remain the property of the
BOKF. Executive shall not copy or use any Confidential Document for
any purpose not relating directly to Executive's work on the BOKF's
behalf, or use, disclose or sell any Confidential Document to any
party other than the BOKF and its employees. Upon the termination of
this Agreement or upon the BOKF's request before or after such
termination, Executive shall immediately deliver to the BOKF or its
designee (and shall not keep in Executive's possession or deliver to
anyone else) all Confidential Documents and all other property
belonging to the BOKF. This paragraph shall not bar Employee from
complying with any subpoena or court order, provided that Executive
shall at the earliest practicable date provide a copy of the subpoena
or court order to the BOKF's Chief Executive Officer.
(c) During the Term and for a period of four (4) years thereafter,
regardless of the reason for termination of Executive's employment,
(i) Executive shall not disclose any Confidential Information to any
third party and (ii)
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Executive shall use Confidential Information only in connection with
and in furtherance of Executive's work for the BOKF and its
affiliates.
(d) As used herein, Confidential Information means all nonpublic
information concerning or arising from the BOKF's business, including
particularly but not by way of limitation trade secrets used,
developed or acquired by the BOKF in connection with its business;
information concerning the manner and details of the BOKF's
operations, organization and management; financial information and/or
documents and nonpublic policies, procedures and other printed or
written material generated or used in connection with the BOKF's
business; the BOKF's business plans and strategies; electronic files
or documents prepared by BOKF or Executive containing the identities
of the BOKF's customers (including their addresses and telephone
numbers), the nature and amounts of their assets and liabilities, and
the specific individual customer needs being addressed by the BOKF;
the nature of fees and charges assessed by the BOKF; nonpublic forms,
contracts and other documents used in the BOKF's business; the nature
and content of any proprietary computer software used in the BOKF's
business, whether owned by the BOKF or used by the BOKF under license
from a third party; and all other nonpublic information concerning the
BOKF's concepts, prospects, customers, employees, contractors,
earnings, products, services, equipment, systems, and/or prospective
and executed contracts and other business arrangements. Confidential
Information shall not include (i) general skills and general knowledge
of the industry obtained by reason of Executive's association with the
BOKF; (ii) information that is or becomes public knowledge through no
fault or action of Executive; (iii) any information received from an
independent third party who is under no duty of confidentiality with
respect to the information; or (iv) any information that, on advice of
counsel, Executive is required to disclose by law or regulation.
(9) Surrender of Records and Property. Upon termination of Executive's
employment with BOKF for whatever reason, Executive shall deliver promptly
to the BOKF all records, manuals, books, blank forms, documents, letters,
memoranda, notes, notebooks, reports, data, tables, calculations or copies
thereof that relate in any way to the business, products, practices or
techniques of the BOKF or any of its affiliates, and all other information
of the BOKF or any of its affiliates, including, but not limited to, all
documents that in whole or in part contain any information which is defined
in this Agreement as Confidential Information and which is in the
possession or under the control of Executive.
(10) Miscellaneous Provisions. The following miscellaneous provisions shall
apply to this Agreement:
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(a) All notices or advices required or permitted to be given by or
pursuant to this Agreement, shall be given in writing. All such
notices and advices shall be (i) delivered personally, (ii) delivered
by facsimile or delivered by U.S. Registered or Certified Mail, Return
Receipt Requested mail, or (iii) delivered for overnight delivery by a
nationally recognized overnight courier service. Such notices and
advices shall be deemed to have been given (i) the first business day
following the date of delivery if delivered personally or by
facsimile, (ii) on the third business day following the date of
mailing if mailed by U.S. Registered or Certified Mail, Return Receipt
Requested, or (iii) on the date of receipt if delivered for overnight
delivery by a nationally recognized overnight courier service. All
such notices and advices and all other communications related to this
Agreement shall be given as follows:
If to BOKF:
BOKF Financial Corporation
Att: Stanley A. Lybarger
Bank of Oklahoma Tower
P.O. Box 2300
Tulsa, Oklahoma 74192
Telephone No.: (918) 588-6888
Telecopy No.: (918) 382-5435
slybarger@BOKF.com
With a Copy to: Frederic Dorwart
Old City Hall
124 East Fourth Street
Tulsa, OK 74103-5010
Telephone No.: (918) 583-9945
Telecopy No.: (918) 583-8251
FDorwart@FDLaw.com
If to Executive: W. Jeffery Pickryl
___________________________
___________________________
Telephone No.: ______________
Telecopy No.: _______________
-------------------------
or to such other address as the party may have
furnished to the other parties in accordance
herewith, except that notice of change of addresses
shall be effective only upon receipt.
(b) This Agreement is made and executed in Tulsa, Oklahoma for the
performance of obligations in the State of Texas and all actions or
proceedings with respect to, arising directly or indirectly in
connection with, out of, related to or from this Agreement, shall be
litigated in courts having situs in Dallas, Texas.
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(c) This Agreement shall be subject to, and interpreted by and in
accordance with, the laws of the State of Texas.
(d) This Agreement is the entire Agreement of the parties respecting the
subject matter hereof. There are no other agreements, representations
or warranties, whether oral or written, respecting the subject matter
hereof, except as stated in this Agreement.
(e) This Agreement, and all the provisions of this Agreement, shall be
deemed drafted by all of the parties hereto.
(f) This Agreement shall not be interpreted strictly for or against any
party, but solely in accordance with the fair meaning of the
provisions hereof to effectuate the purposes and interest of this
Agreement.
(g) Each party hereto has entered into this Agreement based solely upon
the agreements, representations and warranties expressly set forth
herein and upon her or his own knowledge and investigation. Neither
party has relied upon any representation or warranty of any other
party hereto except any such representations or warranties as are
expressly set forth herein.
(h) Each of the persons signing below on behalf of a party hereto
represents and warrants that he or she has full requisite power and
authority to execute and deliver this Agreement on behalf of the
parties for whom he or she is signing and to bind such party to the
terms and conditions of this Agreement.
(i) This Agreement may be executed in counterparts, each of which shall be
deemed an original. This Agreement shall become effective only when
all of the parties hereto shall have executed the original or
counterpart hereof. This Agreement may be executed and delivered by a
facsimile transmission of a counterpart signature page hereof.
(j) In any action brought by a party hereto to enforce the obligations of
any other party hereto, the prevailing party shall be entitled to
collect from the opposing party to such action such party's reasonable
litigation costs and attorneys fees and expenses (including court
costs, reasonable fees of accountants and experts, and other expenses
incidental to the litigation).
(k) This Agreement shall be binding upon and shall inure to the benefit of
the parties and their respective heirs, administrators, successors and
assigns.
(l) This is not a third party beneficiary contract, except BOKF (including
each affiliate thereof) shall be a third party beneficiary of this
Agreement.
(m) This Agreement may be amended or modified only in a writing, as agreed
to by the parties hereto, which specifically references this
Agreement.
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(n) A party to this Agreement may decide or fail to require full or timely
performance of any obligation arising under this Agreement. The
decision or failure of a party hereto to require full or timely
performance of any obligation arising under this Agreement (whether on
a single occasion or on multiple occasions) shall not be deemed a
waiver of any such obligation. No such decisions or failures shall
give rise to any claim of estoppel, laches, course of dealing,
amendment of this Agreement by course of dealing, or other defense of
any nature to any obligation arising hereunder.
(o) In the event any provision of this Agreement, or the application of
such provision to any person or set of circumstances, shall be
determined to be invalid, unlawful, or unenforceable to any extent for
any reason, the remainder of this Agreement, and the application of
such provision to persons or circumstances other than those as to
which it is determined to be invalid, unlawful, or unenforceable,
shall not be affected and shall continue to be enforceable to the
fullest extent permitted by law.
Dated as of the Agreement Date.
BOK FINANCIAL CORPORATION
/s/ Stanley A. Lybarger
By____________________________________
/s/ W. Jeffrey Pickryl
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Executive's Signature