Exhibit 10.7
SECOND AMENDED AND
RESTATED
BANCFIRST CORPORATION
NON-EMPLOYEE DIRECTORS’
STOCK OPTION PLAN
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1.
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PURPOSE . This Second Amended and Restated BancFirst
Corporation Non-Employee Directors’ Stock Option Plan
(“the Plan”) incorporates the amendment to the Amended
and Restated BancFirst Corporation non-Employee Directors’
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 the non-employee directors 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 a duly constituted committee of
the Board consisting of three or more members, at least a majority
of which shall be “Non-Employee Directors” as such term
is used in Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
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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 grant of a Stock Option granted
hereunder as set forth in the Stock Option Agreement. 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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“Non-Employee Director” shall mean a
person that is an elected or appointed member of the board of
directors of a corporation, who is not a common-law employee of the
corporation. The determination of whether or not a person is a
Non-Employee of the Corporation with respect to the grant or
exercise of a 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 exercise 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 immediately
preceding the day for which the determination is being made, 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 NASDAQ for
the business day immediately preceding the day for which the
determination is being made, or (c) if the Common Stock is not
then listed on any exchange or quoted on NASDAQ, 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.
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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, 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.
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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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3.3
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SECTION
162(M) COMPLIANCE . In
the event the Corporation is a “publicly held
corporation” as defined in paragraph (2) of section
162(m) of the Code, as amended by the Revenue Reconciliation Act of
1993 (P.L. 103-66), and the regulations promulgated thereunder
(“Section 162(m)”), the Corporation shall establish a
committee of outside directors meeting the requirements of
Section 162(m) to approve the grant of Stock Options which
might reasonably be anticipated to result in the payment of
employee remuneration that would otherwise exceed the limit on
employee remuneration deductible for income tax purposes pursuant
to Section 162(m).
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4.
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ELIGIBILITY . The individuals who shall be eligible to
participate in the Plan shall be such Non-Employee Directors of the
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
165,000 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 m
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