Exhibit 10.44
PERFORMANCE UNIT AWARD
AGREEMENT
This instrument is issued as of the
19th day of January, 2006, by ONEOK, Inc., an Oklahoma corporation,
(hereinafter referred to as “Corporation”), to
«Officer_Name» (hereinafter referred to as
“Grantee”), an employee of the Corporation or a
division or subsidiary thereof, pursuant to the terms of the ONEOK,
Inc. Equity Compensation Plan, effective February 17, 2005,
(hereinafter referred to as the “Plan”).
1. Performance Unit Award .
This instrument and that certain Notice of Performance Unit Award
and Agreement, dated January 19, 2006, a copy of which is
attached hereto and incorporated herein by reference (the
“Notice of Performance Unit Award and Agreement”),
constitute evidence of the issuance and grant of a Performance Unit
Award (hereinafter referred to as “Award”) of
«No_of_Perf_Units» Performance Units to the
Grantee by the Corporation that shall entitle the Grantee to
receive shares of the Corporation’s Common Stock (hereinafter
also referred to as “Common Stock”) or cash, all
pursuant and subject to the terms, provisions, and conditions of
this instrument (including, without limitation, the conditions,
restrictions and limitations stated in paragraph 5, below) and the
terms and provisions of the Plan, which are incorporated herein by
reference. This instrument, when executed by the Grantee, together
with the Notice of Performance Unit Award and Agreement constitute
an agreement between the Corporation and the Grantee.
Notwithstanding the foregoing, should there be any inconsistency
between the provisions of this instrument and the terms and
provisions of the Award stated in the resolutions and records of
the Board of Directors of the Corporation providing for the Award
or provisions of the Plan, the provisions of such resolutions and
records and of the Plan shall control. The grant of such
Performance Units to the Grantee shall be effective in the manner
and to the extent provided in this instrument and the Plan as to
all or any part of the shares of Common Stock subject to the grant
from time to time during the period stated herein.
2. Plan . The Award is made
to the Grantee pursuant to the terms and provisions of the Plan, as
approved by the Shareholders of the Corporation, which Plan
provides that a specific aggregate number of shares of Common Stock
of the Corporation may be issued or transferred pursuant to Stock
Incentives under the Plan. The Plan specifies the authority of the
Corporation, its Board of Directors, and a committee of the Board
of Directors to select employees to be granted Stock Incentives
under the Plan. The Executive Compensation Committee of the Board
of Directors (hereinafter referred to as the
“Committee”) is authorized to administer the Plan with
respect to this instrument and the grant of the Award made to the
Grantee pursuant to the Plan. Except where expressly stated or
clearly indicated otherwise by the terms of this instrument, all
terms, words and phrases used herein shall have the same meaning
and effect as stated in the Plan. The Grantee has been provided a
complete copy of the Plan with this instrument.
3. Grantee’s Agreement
Concerning Award and Employment . In consideration of the
Corporation’s granting of the Award of Performance Units and
entitlement to shares of Common Stock, as incentive compensation to
Grantee pursuant to this instrument, the Grantee, by acceptance
thereof, and signing this instrument evidencing its terms, agrees
to such terms and to continue to contribute and perform service in
the employ of the Corporation or a division or subsidiary thereof
at the direction, will and pleasure of the Corporation and the
Board of
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Directors. Provided, however, neither the
foregoing agreement of the Grantee in this paragraph 3, nor any
other provision in this instrument shall confer on the Grantee any
right to continue in the employ of the Corporation (or a division
or Subsidiary thereof), or interfere in any way with the right of
the Corporation (or such division or Subsidiary) to terminate the
Grantee’s employment at any time.
4. Registration of Stock;
Grantee’s Representation With Respect To Acquiring for
Investment . It is intended by the Corporation that the Plan
and the shares of Common Stock covered by the Award issued and
granted to the Grantee referred to in paragraph 1, above, are to be
registered under the Securities Act of 1933, as amended, prior to
the date of the grant; provided, that in the event such
registration is for any reason not made effective for such shares,
the Grantee agrees, for the Grantee, and for the Grantee’s
permissible assignees, heirs and legal representatives by
inheritance or bequest, that all shares acquired pursuant to the
grant will be acquired for investment and not with a view to, or
for sale or tender in connection with the distribution of any part
thereof, including any transfer or distribution of such shares by
the Grantee pursuant to the grant and this instrument or as
otherwise allowed by the Plan.
5. Terms and Conditions of Award;
Transfer of Stock to Grantee . The issue and grant of the Award
of Performance Units to the Grantee stated in paragraph 1, above,
shall be subject to the following terms and conditions:
(a) The right to ownership and
transfer of the Performance Units granted to the Grantee shall be
subject to the Award during the period beginning January 19,
2006, the date of the grant thereof (hereinafter referred to as
“Grant Date”) and ending on January 19, 2009,
(which period is hereinafter referred to as “Performance
Period”), as herein provided.
(b) The Grantee shall earn and
become entitled to receive a percentage of the number of
Performance Units granted under paragraph 1, above, at the
expiration of the Performance Period as provided for in Table A and
Table B, attached hereto, based upon the Corporation’s
ranking for Total Stockholder Return in the ONEOK Peer Group listed
in Table C attached hereto, all as determined by the Committee, in
its sole discretion.
(c) Upon expiration of the
Performance Period, the Grantee shall be entitled to receive one
(1) share of Common Stock for each Performance Unit that
becomes earned by and vested in the Grantee pursuant to the Award;
provided, no fractional shares shall be issued and any fractional
shall be paid to the Grantee in cash.
(d) The Grantee shall not be
entitled to vote any shares of Common Stock of the Corporation, or
otherwise have any right or interest as a Common Stock shareholder
by reason of the Performance Unit Award granted under the Award
during the Performance Period, and prior to the actual transfer of
Common Stock to the Grantee pursuant to the Award.
(e) No dividends or any similar
amounts shall be payable or paid with respect to Performance Units,
Common Stock earned under the Award, or the Award during or for the
Performance Period.
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(f) The Grantee shall have no right
to receive cash or acquire shares of Common Stock of the
Corporation under the Award other than the cash and Common Stock
attributable to the Performance Units earned by the Grantee to the
extent provided for herein.
(g) The Common Stock or cash to
which the Grantee becomes entitled shall be paid and transferred to
the Grantee only upon the determination of the Performance Units
earned by the Grantee at the expiration of the Performance Period.
The payment and transfer of such Common Stock or cash to the
Grantee shall be made as soon as reasonably practicable after the
expiration of the Performance Period, as determined and directed by
the Committee, in its sole discretion.
(h) The Performance Units or any
Common Stock or cash to be paid or transferred to Grantee pursuant
to the Award may not be sold, assigned, transferred, pledged,
encumbered or otherwise disposed of by Grantee or any other person
except as provided in the Award and the Plan until the expiration
of the Performance Period and payment and transfer of Common Stock
or cash pursuant to the Agreement and Plan.
(i) The Grantee shall become
entitled to receive Performance Units earned, and shall become
owner of the shares of Common Stock or cash paid and transferred to
the Grantee pursuant to the Award free and clear of all terms,
conditions and restrictions imposed by the Award if the
Grantee’s employment by the Corporation does not terminate
during the Performance Period; provided, that the Grantee shall
become entitled to a prorated amount of Performance Units and the
terms and conditions imposed by the Award shall partially cease to
apply in certain events to the extent described in paragraph 6(d),
below.
(j) If the Grantee’s
employment with the Corporation (or a division or Subsidiary
thereof) terminates prior to the end of the Performance Period
other than by reason of retirement, Total Disability or death, the
Grantee shall forfeit all of the Grantee’s right, title or
interest in the Performance Units; and the Grantee shall forfeit
such right, title and interest in the Performance Units regardless
of the reason for such termination of employment. Any such
termination of employment of the Grantee described in the preceding
sentence shall not be deemed to occur by reason of transfer of
employment of the Grantee by or between the Corporation and any
division or Subsidiary of the Corporation. Upon a forfeiture the
Performance Units forfeited shall be cancelled for all
purposes.
6. Transferability of Performance
Units; Termination of Employment .
(a) Except as provided in
subparagraph (b) of this paragraph 6, below, the Award, the
Grantee’s rights and obligations hereunder and the
Performance Units granted hereunder shall not be transferable by
the Grantee otherwise than by will or the laws of descent and
distribution which apply to the Grantee’s estate.
(b) Notwithstanding the
foregoi
