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EXHIBIT 10.22
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,
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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 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.
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(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.
(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.
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(b)
Notwithstanding the foregoing, the Grantee may transfer any
part
or all of the Grantee's ri
