4.0
BOK FINANCIAL CORPORATION
2000 STOCK OPTION PLAN
OCTOBER 1, 1999
(Adopted by Action of the Board of Directors
of
BOK Financial Corporation taken October 26, 1999)
On December 1, 1999, BOK Financial Corporation registered on Securities and
Exchange Commission Form S-8 pursuant to the Securities Act of 1933, 1,800,000
shares of BOK Financial Corporation Common Stock, $0.00006 par value, for
issuance in connection with the BOKF 2000 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.
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BOKF 2000 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
2000 Stock Option Plan" (the "BOKF 2000 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 2000 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 2000 Plan shall become effective on
December 1, 1999 (or on such later date as a registration
statement in respect of the BOKF 2000 Plan on Securities and
Exchange Commission Form S-8 shall become effective).
SECTION 2. THE 2000 OPTION. The options ("2000 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 2000
Plan:
2.1 The Common Stock subject to the 2000 Options shall be the Common
Stock of the Corporation, par value $0.00006 per share ("BOKF
Common Stock").
2.2 The owners of the 2000 Options shall be those employees
(hereafter called a "Participant") to whom a letter of award
("Award Letter") is hereafter delivered by the Chairman of the
Board and the Chief Executive Officer of the Corporation. The
Corporation may issue Award Letters at any time prior to
January 1, 2003.
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2.3 The 2000 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 2000 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 2000 Options shall be 1,800,000. If the employment of
a Participant is terminated for any reason and such Participant
has not exercised the 2000 Options with respect to any shares,
the Corporation may award 2000 Options in respect of such shares
to existing Participants or to additional Participants by issuing
additional Award Letters on or before January 1, 2003.
2.4 The purchase price of shares subject to the 2000 Options shall be
the average of the mid-points between the highest price and the
lowest price at which trades occurred (or, in the event of a
single trade, the price of such trade) for BOKF Common Stock on
NASDAQ on the five (5) trading days on which at least one trade
actually occurs immediately preceding the date of the Award
Letter (the "Option Price").
2.5 The 2000 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 2000
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 2000
Option Shares set forth in the Award Letter.
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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
2000 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 2000
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 2000
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 2000
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
2000 Option Shares set forth in the Award Letter.
2.6 The 2000 Options may be exercised only by delivering (i) a
written notice of exercise (stating the fact that 2000 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
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Stockhaving 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
2000 Options within thirty (30) days of the date of exercise.
2.8 BOKF Common Stock acquired pursuant to the 2000 Options may be
resold only pursuant to the provisions of Section 4 hereof.
SECTION 3. PROVISIONS APPLICABLE TO THE 2000 OPTIONS. The following provi sions
shall apply to the 2000 Options and all BOKF Common Stock issued pursuant
thereto.
3.1 Non-Transferability. The 2000 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 2000 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 2000
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 2000 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
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(or, in the event of death, the personal representative of
the Participant) may purchase, any of Participant's 2000
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 2000 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 2000 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,
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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,
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stocksplits, 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 2000 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 2000 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 2000 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
2000 OPTIONS. The reoffer or resale of BOKF Common Stock acquired by a
Participant pursuant to the 2000 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.
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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 2000 Plan.
4.3 Prior Approval of Counsel. Prior to reoffering or reselling any
BOKF Common Stock acquired pursuant to a 2000 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 2000 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 2000 Plan:
6.1 This BOKF 2000 Plan is made and executed in Tulsa County,
Oklahoma.
6.2 This BOKF 2000 Plan shall be subject to, and interpreted in
accordance with, the laws of the State of Oklahoma.
6.3 This BOKF 2000 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.
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6.4 Rights and obligations arising under the BOKF 2000 Plan may not
be assigned.
SECTION 7. ADDITIONAL INFORMATION.
7.1 ERISA Not Applicable. The BOKF 2000 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 2000 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 2000
Options and the last date on which such options may be exercised.
7.3 Tax Effects. The BOKF 2000 Plan is not qualified under
Section 401(a) at the Internal Revenue Code. The tax effects of
the BOKF 2000 Plan are:
7.3.1BOKF will be entitled to an income tax deduction at the date
of exercise of the 2000 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 2000 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 2000 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
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date of exercise, and future transactions will be subject to
capital asset rules.
7.4 Administration of the BOKF 2000 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 number of shares subject to each
such Participant's 2000 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.
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 2000 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
2000 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:
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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, 1999 filed with the Commission for the First
Quarter, 1999 filed May 17, 1999.
7.8.5Quarterly Report on Form 10-Q for the three months ended
June 30, 1999 filed with the Commission for the Second
Quarter, 1999 filed August 16, 1999.
7.8.6The 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.
7.8.71998 Annual Report on Form 10-K filed with the Commission on
March 22, 1999.
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
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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 2000 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 October 26, 1999.
/s/ Frederic Dorwart
Frederic Dorwart, Secretary to the Board