Exhibit 10.1
NINTH AMENDED AND
RESTATED
BANCFIRST CORPORATION STOCK
OPTION PLAN
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1.
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PURPOSE . This Ninth Amended and Restated BancFirst
Corporation Stock Option Plan (“the Plan”) incorporates
the amendments to the Eighth Amended and Restated BancFirst
Corporation Stock Option Plan adopted by the stockholders of
BancFirst Corporation (the “Corporation”) on
May 28, 2009.
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The Plan is intended as an incentive
and to encourage stock ownership by certain key employees and
officers of the Corporation in order to increase their proprietary
interest in the Corporation’s success.
The Plan is intended to comply with
Section 409A of the United States Tax Code.
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2.
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DEFINITIONS . As used herein, the following terms shall have
the corresponding meanings:
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2.1.
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“Committee” shall mean the Board of
Directors of the Corporation, or the Executive Committee of the
Board of Directors acting under authority delegated by the Board of
Directors.
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2.2
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“Common
Stock” shall mean the common stock, par value $1.00 per
share, of the Corporation.
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2.3.
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“Date of
Grant” shall mean the date of the approval by the Committee
of a Stock Option granted hereunder as set forth in the Stock
Option Award Terms and Conditions. In the event of a grant
conditioned, among other things, upon stockholder ratification of
this Plan, the date of such conditional grant shall be the Date of
Grant for purposes of this Plan.
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2.4.
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“Employee” shall mean any common-law
employee of the Corporation. The determination of whether or not a
person is an Employee of the Corporation with respect to the grant
or exercise of an Incentive Stock Option shall be made in
accordance with the rule of Income Tax Regulation
Section 1.421-7(h) (or successor regulation).
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2.5.
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“Fair
Market Value” shall mean, with respect to the grant of an
option under the Plan, (a) if the Common Stock is listed on a
national securities exchange or the NASDAQ Global Market, the
closing price of the Common Stock for the business day of the Date
of Grant, or (b) if the Common Stock is not then listed on an
exchange, the average of the closing bid and asked prices per share
for the Common Stock in the over-the-counter market as quoted on
such market for the business day of the Date of Grant, or
(c) if the Common Stock is not then listed on any exchange or
quoted on an over-the-counter market, an amount determined in good
faith by the Committee to be the fair market value of the Common
Stock, after consideration of all relevant factors, on the Date of
Grant. In all events, “Fair Market Value” shall be
determined in good faith by the Committee in a manner that will
comply with the provisions of Section 409A of the Code and the
regulations promulgated thereunder.
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2.6
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“Nonqualified Stock Option” shall
mean a Stock Option which is not intended to qualify for tax
treatment as an “incentive stock option” under
Section 422 of the Code.
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2.7
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“Option
Exercise Price” shall mean the price paid for Shares upon the
exercise of a Stock Option granted hereunder.
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2.8
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“Optionee” shall mean any person
entitled to exercise a Stock Option pursuant to the terms of the
Plan.
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2.9
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“Stock
Option” shall mean a stock option giving an Optionee the
right to purchase shares of the Corporation’s Common Stock.
Stock Options granted under the Plan shall be Nonqualified Stock
Options.
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3.1
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AUTHORITY;
INDEMNIFICATION . Within
the limitations described herein, the Committee shall administer
the Plan, select the Employees of the Corporation, including
officers of the Corporation, to whom Stock Options shall be
granted, determine the number of Shares to be subject to each
grant, determine the method of payment upon exercise of each Stock
Option, determine all other terms of Stock Options granted
hereunder and interpret, construe and implement the provisions of
the Plan. All questions of interpretation of the Plan or any Stock
Option granted under the Plan shall be determined by the Committee,
and such decisions shall be binding upon all persons having an
interest in the Plan and/or any Stock Option. No member of the
Committee shall be liable for any action or determination made in
good faith, and the members shall be entitled to indemnification
and reimbursement in the manner provided in the Corporation’s
Certificate of Incorporation, or as otherwise permitted by law. A
member of the Committee shall be eligible to receive a grant of a
Stock Option under the Plan on the same terms as other Employees.
However, if the Committee grants Stock Options to a member of the
Committee, such grant shall not be effective until such grant is
approved by the Compensation Committee, consisting of three or more
“independent directors” as defined in and determined
pursuant to the Marketplace Rules of the NASDAQ Global Market, Inc.
(“NASDAQ”) or any other stock exchange upon which the
Common Stock of the Corporation is listed.
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3.2
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RULE 16B-3
COMPLIANCE . With respect
to the participation of eligible participants who are subject to
Section 16(b) of the Exchange Act, the Plan shall be
administered in compliance with the requirements of Rule
16b-3.
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4.
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ELIGIBILITY . The individuals who shall be eligible to
participate in the Plan shall be such key Employees (including
officers) of BancFirst Corporation, or of any corporation
(“Subsidiary”) in which the Corporation has proprietary
interest by reason of stock ownership or otherwise, including any
corporation in which the Corporation acquires a proprietary
interest after the adoption of this Plan (but only if the
Corporation owns, directly or indirectly, stock possessing not less
than 50% of the total combined voting power of all classes of stock
in the corporation), as the Committee shall determine from time to
time.
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5.
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STOCK . The stock subject to Stock Options and other
provisions of the Plan shall be shares of the Corporation’s
authorized but unissued Common Stock or treasury stock, as
determined by the Committee. Subject to adjustment in accordance
with the provisions of Subparagraph 6.7 hereof, the total number of
shares of Common Stock of the Corporation on which Stock Options
may be granted under the Plan subsequent to the effective date of
this amended and restated Plan shall not exceed in the aggregate
1,219,113 shares. In the event that any outstanding Stock Option
under the Plan for any reason expires or is terminated prior to the
end of the period during which Stock Options may be granted, the
shares of the Common Stock allocable to the unexercised portion of
such Stock Option may again be subject to a Stock Option under the
Plan.
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6.
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TERMS AND
CONDITIONS OF STOCK OPTIONS . Stock Options granted pursuant to the Plan
shall be evidenced by a Stock Option Award Terms and Conditions
document in such form as the Committee shall, from time to time,
approve. Awards shall comply with and be subject to the following
terms and conditions:
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6.1
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MEDIUM AND
TIME OF PAYMENT . The
Option Exercise Price shall be payable in United States Dollars
upon the exercise of the Stock Option and may be paid in cash or by
certified check, bank draft or money order payable to the order of
the Corporation, unless otherwise determined by the
Committee.
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6.2
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NUMBER OF
SHARES . The Stock Option
shall state the total number of shares to which it
pertains.
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6.3
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OPTION
EXERCISE PRICE . The
Option Exe
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