Exhibit 10.8
THIRD AMENDED AND
RESTATED
BANCFIRST CORPORATION
DIRECTORS’
DEFERRED STOCK COMPENSATION
PLAN
ARTICLE I
PURPOSE AND EFFECTIVE
DATE
1.1 Purpose . This Third
Amended and Restated BancFirst Corporation Directors’
Deferred Stock Compensation Plan (the “Plan”)
incorporates the amendment to the Second Amended and Restated
BancFirst Corporation Directors’ Deferred Stock Compensation
Plan adopted by the stockholders of BancFirst Corporation (the
“Corporation) on May 28, 2009.
The Plan is intended to advance the
interests of the Company and its shareholders by providing a means
to attract and retain highly-qualified persons to serve as
Directors and to promote ownership by Directors of a greater
proprietary interest in the Company, thereby aligning such
Directors’ interests more closely with the interests of
shareholders of the Company.
The Plan is intended to comply with
Section 409A of the United States Tax Code.
1.2 Effective Date . This
Plan shall become effective September 1, 1999.
ARTICLE II
DEFINITIONS
The following terms shall be defined
as set forth below:
2.1 “Bank” means
BancFirst, an Oklahoma banking corporation, or any successor
thereto.
2.2 “Bank Board” means
the Board of Directors of the Bank.
2.3 “Change in Control
Event” means the date on which any of the following events
occur (i) a change in the ownership of the Company;
(ii) a change in the effective control of the Company;
(iii) a change in the ownership of a substantial portion of
the assets of the Company.
For purposes of this Section, a
change in the ownership of the Company occurs on the date on which
any one person, or more than one person acting as a group, acquires
ownership of stock of the Participating Employer that, together
with stock held by such person or group constitutes more than 50%
of the total fair market value or total voting power of the stock
of the Company. A change in the effective control of the Company
occurs on the date on which either (i) a person, or more than
one person acting as a group, acquires ownership of stock of the
Company possessing 35% or more of the total voting power of the
stock of the Company, taking into account all such stock acquired
during the 12-month period ending on the date of the most recent
acquisition, or (ii) a majority of the members of the Company
Board is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the
members of such Company Board prior to the date of the appointment
or election, but only if no other corporation is a majority
shareholder of the Company. A change in the ownership of a
substantial portion of assets occurs on the date on which any one
person, or more than one person acting as a group, other than a
person or group of persons that is related to the Company, acquires
assets from the Company that have a total gross fair market value
equal to or more than 40% of the total gross fair market value of
all of the assets of the Company immediately prior to such
acquisition or acquisitions, taking into account all such assets
acquired during the 12-month period ending on the date of the most
recent acquisition.
An event constitutes a Change in
Control Event with respect to a Participant only if the Participant
performs services for the Company or the Participant’s
relationship to the Company otherwise satisfies the requirements of
Treasury Regulation Section 1.409A-3(i)(5)(ii).
The determination as to the
occurrence of a Change in Control Event shall be based on objective
facts and in accordance with the requirements of Code
Section 409A.
2.4 “Code” means the
Internal Revenue Code of 1986, as amended.
2.5 “Committee” means
the Compensation Committee of the Company Board.
2.6 “Community Board”
means one of the Community Advisory Boards of the Bank.
2.7 “Company” means
BancFirst Corporation, an Oklahoma corporation, or any successor
thereto.
2.8 “Company Board”
means the Board of Directors of the Company.
2.9 “Deferral Date”
means the date Fees would otherwise have been paid to the
Participant.
2.10 “Director” means
any individual who is a member of the Bank Board, the Company Board
or the Community Board.
2.11 “Fair Market Value”
means the closing sales price for the Shares on the relevant date,
or if there were no sales on such date the closing sales price on
the nearest day before the relevant date, as reported in The Wall
Street Journal or a similar publication selected by the
Committee.
2.12 “Fees” means all or
part of any retainer and/or fees payable to a Director in his or
her capacity as a Director.
2.13 “Participant” means
a Director who defers Fees under Article VI of this
Plan.
2.14 “Secretary” means
the Corporate Secretary or any Assistant Corporate Secretary of the
Company.
2.15 “Separation from
Service” means termination of service as a Director in any of
the following circumstances:
(a) Where the Participant
voluntarily resigns or retires;
(b) Where the Participant is not
re-elected (or elected in the case of an appointed Director) to the
Bank Board or Company Board, as applicable, by the shareholders, or
to the Community Board by the Bank;
(c) Where the Participant dies;
or
(d) Where the Participant is removed
from the Bank Board, Company Board or Community Board, as
applicable, in accordance with the provisions of the
Company’s Bylaws or the Bank’s Bylaws, as
applicable.
Whether a Separation from Service
has occurred shall be determined by the Company Board or Committee
in accordance with Section 409A of the Code.
2.16 “Shares” means
shares of the common stock of BancFirst Corporation, par value
$1.00 per share, or of any successor corporation or other legal
entity adopting this Plan.
2.17 “Specified
Employee” means those Directors who are determined by the
Company Board or the Committee to be a “specified
employee” of the Company or its affiliates in accordance with
Section 409A of the Code and the regulations promulgated
thereunder.
2.18 “Stock Units” means
the credits to a Participant’s Stock Unit Account under
Article VI of this Plan, each of which represents the right to
receive one Share upon settlement of the Stock Unit
Account.
2.19 “Stock Unit
Account” means the bookkeeping account established by the
Company pursuant to Section 6.4.
2.20 “Termination Date”
means the date the Plan terminates pursuant to
Section 11.8.
ARTICLE III
SHARES AVAILABLE UNDER THE
PLAN
Subject to adjustment as provided in
Article X, the maximum number of Shares that may be distributed in
settlement of Stock Unit Accounts under this Plan subsequent to the
effective date of this amended and restated Plan shall not exceed
71,890. Such Shares may include
