Exhibit 4.0
BOK FINANCIAL CORPORATION
2009 OMNIBUS INCENTIVE PLAN
Adopted by Action
of the Independent Compensation Committee of
BOK Financial Corporation taken February 24, 2009
Adopted by
Certificate of Action of the Board of Directors of
BOK Financial Corporation dated February 24, 2009
Approved by Shareholders of BOK Financial
Corporation on April 28, 2009
On April 28, 2009,
BOK Financial Corporation registered on Securities
and Exchange Commission Form S-8 pursuant to the Securities Act of
1933,
5,000,000 shares of BOK Financial Corporation Common Stock,
$0.00006 par value,
for issuance in connection with the BOKF 2009 Omnibus Incentive
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.
<PAGE>
BOK FINANCIAL CORPORATION
2009 OMNIBUS INCENTIVE PLAN
THIS 2009 OMNIBUS
INCENTIVE PLAN (the "Plan") of BOK Financial
Corporation (the "Company"), an Oklahoma corporation with its
principal office
in Tulsa, Oklahoma, sets forth the terms and conditions under which
stock
options and restricted stock may be granted from time to time to
its officers,
executives, and key employees, subject to the following
provisions:
1. Purpose. The purpose of the Plan is to advance the interests of
the Company
by awarding to certain officers, executives, and other key
employees of the
Company and its subsidiaries who make exceptional contributions to
the Company
by their ability, loyalty, industry, and innovativeness: (a) stock
options
("Stock Options") to purchase shares of the common capital stock of
the Company,
par value $0.00006 per share ("Common Stock"), and/or (b)
restricted shares of
the Common Stock ("Restricted Stock"). The Company intends that the
Plan will
closely associate the interests of officers, executives, and key
employees with
those of the Company's shareholders and will facilitate securing,
retaining, and
motivating officers, executives, and employees of high caliber and
potential.
2. Administration.
(a) Awards of
Stock Options and/or of Restricted Stock pursuant to the
Executive
Incentive Plan. Stock Options or Restricted Stock awarded
pursuant to the
2003 Executive Incentive Plan, as amended (the "EIP")
shall be
administered by the Independent Compensation Committee of the
Board of Directors
(the "Committee") of the Company (the "EIP Awards").
With regard to the
EIP Awards, the Committee shall have full and final
authority in its
discretion to interpret conclusively the provisions of
the Plan; to
decide all questions of fact arising in its application;
to determine the
employees to whom awards shall be made under the Plan;
to determine the
award to be made and the amount, size, terms and
restrictions of
each such award; to determine the time when awards will
be granted; and to
make all other determinations necessary or advisable
for the
administration of the Plan.
(b) Awards of
Stock Options and/or of Restricted Stock outside of the
Executive
Incentive Plan. Stock Options or Restricted Stock awarded
other than
pursuant to the EIP shall be administered by the Chief
Executive Officer
(the "CEO") (the "Non-EIP Awards"). With regard to
the Non-EIP
Awards, the CEO shall have full and final authority in his
discretion to
interpret conclusively the provisions of the Plan; to
decide all
questions of fact arising in its application; to determine
the employees to
whom awards shall be made under the Plan; to determine
the award to be
made and the amount, size, terms and restrictions of
each such award;
to determine the time when awards will be granted; and
to make all other
determinations necessary or advisable for the
administration of
the Plan.
3. Shares Subject to Plan. The shares issued under the Plan,
whether issued as
Stock Options or as Restricted Stock or some combination of Stock
Options and
Restricted Stock, shall not exceed in the aggregate five million
(5,000,000)
shares of Common Stock. Such shares shall be authorized and
unissued shares. Any
shares which are awarded hereunder and subsequently forfeited shall
again be
available under the Plan.
4. Participants. Persons eligible to participate in the Plan and to
receive
awards of Stock Options or Restricted Stock under the Plan shall be
limited to
full-time employees of the Company and its subsidiaries who, in the
judgment of
the Committee or the CEO, make a significant impact upon the
profitability of
the Company through their decisions, actions and counsel. Those
employees to
whom awards of Stock Options or Restricted Stock are granted
("Participants")
shall be notified by a letter of award ("Award Letter"), which
shall bear the
date on which the Award Letter is issued (the "Award Date").
5. Maximum Shares Per Participant. No more than 200,000 shares of
Common Stock
subject to Stock Options, and no more than 60,000 shares of
Restricted Stock,
shall be issued to a single Participant in any single year.
<PAGE>
6. The Stock Options. The Stock Options established hereby are the
right to
purchase shares of Common Stock of the Company on the terms and
conditions
hereafter set forth in this and succeeding sections of the
Plan:
(a) Participants
may receive awards of Stock Options at any time prior
to April 28,
2019.
(b) The Stock
Options owned by each Participant shall entitle the
Participant,
subject to the terms and conditions hereof, and, if
applicable, the
terms of the EIP, to purchase that number of shares of
Common Stock set
forth in one or more Award Letters delivered to the
Participant from
time to time ("Stock Option Shares").
(c) The purchase
price of shares subject to the Stock Options shall be
the fair market
value for BOKF Common Stock on NASDAQ on the Award Date
(the "Option
Price").
(d) The Stock
Options may be exercised in accordance with, and only in
accordance with,
the following schedule:
(i) At 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 Stock
Option Shares set forth in the Award Letter.
(ii) At 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 Stock
Option Shares set forth in the Award Letter.
(iii)
At 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 Stock
Option Shares set forth in the Award Letter.
(iv) At 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 Stock
Option Shares set forth in the Award Letter.
(v) At 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
Stock
Option Shares set forth in the Award Letter.
(vi) At 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 Stock
Option Shares set forth in the Award Letter.
(vii) At 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 Stock
Option Shares set forth in the Award Letter.
(e) The Stock
Options may be exercised only by delivering (i) a written
notice of exercise
(stating the fact that Stock 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 Common Stock having a value equal to the purchase
price based on the
closing price quoted for Common Stock on NASDAQ on
the trading day
immediately preceding the date of exercise, or (iv) a
combination of
(i), (ii), or (iii).
7. The Restricted Stock. Subject to the provisions of Section 8(c),
(d) and (e)
all restrictions on the Restricted Stock issued pursuant to the
Plan shall lapse
as follows:
<PAGE>
(a) Restricted
Stock Awarded Pursuant to the EIP. All restrictions on
the Restricted
Stock issued to a Participant pursuant to the EIP shall
lapse:
(i) for initial grants of Restricted Stock, on the fifth
anniversary of the last day of the year for which the
restricted shares were issued (the "Initial Shares 5th
Anniversary Date");
(ii) for grants of Restricted Stock as a result of exceeding
target performance at the end of at the EIP performance
period, on the second anniversary of the last day of the year
for which the shares were issued (the "Additional Shares 2nd
Anniversary Date");
provided that
after the Initial Shares 5th Anniversary Date and the
Additional Shares
2nd Anniversary Date, as applicable, such restricted
shares may not be
sold unless, following such sale, the Participant
would own that
number of shares of Common Stock provided for in the
Executive
Management BOKF Common Stock Ownership Guidelines which may
be established
from time to time by the Committee (the "EIP Restricted
Stock
Period").
(b) Restricted
Stock Awarded Other than Pursuant to the EIP and Special
Grants. All
restrictions on Restricted Stock issued to a Participant
(other than
pursuant to the EIP or a Special Grant (as defined below))
shall lapse on the
fifth anniversary of the date the Restricted Stock
was issued (the
"Non-EIP Restricted Stock Period").
(c) Special
Grants. The CEO, at his option, may issue special grants of
Restricted Stock
for hiring and retention purposes ("Special Grants").
The Award Letter
provided to the Participant shall specify the terms
and conditions
upon which restrictions on Special Grants shall lapse
(the "Special
Grant Restricted Stock Period").
(d) Vesting. A
Restricted Stock is considered vested when the EIP
Restricted Stock
Period, the Non-EIP Restricted Stock Period, or the
Special Grant
Restricted Stock Period, as applicable, lapses.
(e) Voting and
Dividends. Other than as limited by the Plan,
Participants shall
have all other rights of a shareholder including,
but not limited
to, the right to vote and receive dividends on such
Participant's
Restricted Stock prior to vesting.
(f) Book Entry.
Restricted Stock shall be issued and outstanding on the
shareholder
ledgers maintained by the Company's transfer agent. No
physical
certificates shall be issued for the Restricted Stock. The
Company, without
further action by a Participant, may cancel such
Participant's
Restricted Stock in accordance with the Plan, the EIP,
Award Letters, or
Employment Agreements.
8. Restrictions and Forfeiture. All Stock Options and Restricted
Stock granted
under the Plan shall be evidenced by the Award Letter provided to
the
Participant, and be subject to its terms and to the terms of this
Plan,
including the following restrictions and forfeitures:
(a)
Non-Transferability.
&n
